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EXHIBIT 8
IRREVOCABLE PROXY
Subject to the closing of the transactions contemplated in the letter
agreement between RS Value Group, LLC, on behalf of RS Orphan Fund, L.P. and RS
Orphan Offshore Fund, L.P., and ManorCare Health Services, Inc., dated June 29,
2000, the undersigned, revoking any proxy previously given, hereby appoints Paul
A. Ormond, M. Keith Weikel, Geoffrey G. Meyers and R. Jeffrey Bixler, and each
of them, as proxies and attorneys-in-fact, with full powers of substitution and
re-substitution and pursuant to the provisions of the Minnesota Business
Corporation Act, to vote, or to execute and deliver written consents or
otherwise act with respect to, Four Hundred Sixty-One Thousand Seven Hundred
Thirty-Four (461,734) shares of common stock, $.03 par value, of IN HOME HEALTH,
INC., a Minnesota corporation (the "Corporation"), which the undersigned is now
or at any time during the effectiveness hereof entitled to vote (the "Shares")
as fully, to the same extent and with the same effect as the undersigned might
or could do under any applicable laws or regulations governing the rights and
powers of stockholders of a Minnesota corporation in connection with any actions
submitted to a vote of, or other action by, the stockholders of the Corporation.
The undersigned hereby affirms that this proxy is executed in connection with a
sale of the Shares, is coupled with an interest and is irrevocable. THIS PROXY
IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. IT SHALL REMAIN IN FULL FORCE
AND EFFECT UNTIL THE TENTH ANNIVERSARY HEREOF. THIS PROXY SHALL BE ENFORCEABLE
AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated: June 29, 2000
RS VALUE GROUP LLC
By: /s/ Paul H. Stephens
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Name: Paul H. Stephens
Title: General Partner
