Voting Agreement

Voting Agreement

by Care Enterprises Inc /De/
January 4th, 1994
                                               EXHIBIT 10.16

                    VOTING AGREEMENT

          THIS VOTING AGREEMENT is made and entered into
as of this 27th day of December, 1993, by and between
Care Enterprises, Inc., a Delaware corporation ("Care"),
and each of the persons named on Exhibit A hereto (each a
"Stockholder" and, collectively, the "Stockholders") 

          WHEREAS, Care and Regency Health Services,
Inc., a Delaware corporation ("Regency"), have entered
into an agreement with respect to a merger of Care and
Regency (the "Merger Agreement"); and 

          WHEREAS, as a condition to its willingness to
enter into the Merger Agreement, Care requested that each
Stockholder agree, and in order to induce Care to enter
into the Merger Agreement, each Stockholder has agreed,
to vote all shares of Common Stock, par value $.01 per
share ("Regency Common Stock"), of Regency beneficially
owned by such Stockholder as of the date hereof or at any
time hereafter (the "Regency  Shares") as provided here-
in; and

          WHEREAS, Regency and certain stockholders of
Care have agreed to enter into a voting agreement pursu-
ant to which such stockholders will, subject to certain
conditions, vote all shares of Common Stock, par value
$.01 per share ("Care Common Stock"), owned by such
Stockholder as of the date hereof or at any time hereaf-
ter and over which such Stockholder has voting power;

          NOW, THEREFORE, in consideration of the forego-
ing, and the representations, warranties, covenants and
agreements contained herein and in the Merger Agreement,
and intending to be legally bound, the parties hereto
agree as follows:

          1.  Voting Agreement.  Each Stockholder hereby
agrees to appear at any annual or special meeting of
stockholders of Regency for the purpose of obtaining a
quorum.  Each Stockholder hereby agrees to vote all of
its Regency Shares in favor of the transactions contem-
plated by the Merger Agreement.

          2.  Termination.  This Agreement shall termi-
nate upon the earlier to occur of (i) the approval of the
transactions contemplated by the Merger Agreement by the
affirmative vote of a majority of the outstanding shares
of Regency Common Stock and (ii) the termination of the
Merger Agreement in accordance with its terms.

          3.  Representations and Warranties.  Each
Stockholder hereby represents and warrants to Care as
follows:

               (a)  Authority Relative to this Agreement. 
Such Stockholder has all necessary power and authority to
execute and deliver this Agreement and to consummate the
transactions contemplated hereby.  This Agreement has
been duly and validly executed and delivered by such
Stockholder and, assuming that this Agreement has been
duly and validly authorized, executed and delivered by
Care, this Agreement constitutes a valid and binding
agreement of such Stockholder, enforceable against such
Stockholder in accordance with its terms.

               (b)  Ownership of Shares.  Such Stockhold-
er has good and marketable title to all of the of shares
of Regency Common Stock indicated opposite such Stock-
holder's name on Exhibit A hereto, which constitute all
the shares of Regency Common Stock owned by such Stock-
holder.  There are no restrictions on the voting rights
pertaining to such shares of Regency Common Stock.

               (c)  No Conflicts.  Neither the execution
and delivery of this Agreement nor the consummation by
such Stockholder of the transactions contemplated hereby
will conflict with or constitute a violation of or de-
fault under any contract, commitment, agreement, arrange-
ment or restriction of any kind to which such Stockholder
is a party or by which such Stockholder is bound.  Other
than this Agreement, there are no other agreements or
understandings with respect to the voting of the Regency
Shares, and each Stockholder hereby agrees that it will
not enter into such an agreement.

          4.  Representations and Warranties of Care.  
Care hereby represents and warrants to the Stockholders
as follows:

               (a)  Authority Relative to this Agreement.
Care has full corporate power and authority to execute
and deliver this Agreement and to consummate the transac-
tions contemplated hereby.  The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized
by the Board of Directors of Care and no other corporate
proceedings on the part of Care are necessary to autho-
rize this Agreement or to consummate the transactions so
contemplated.  This Agreement has been duly and validly
executed and delivered by Care and, assuming that this
Agreement has been duly and validly authorized, executed
and delivered by each Stockholder, this Agreement consti-
tutes a valid and binding agreement of Care, enforceable
against Care in accordance with its terms.

          5.  Transfer.  Stockholders may sell, trans-
fer, assign or otherwise dispose of any of the Regency
Shares; provided, however, that each Stockholder hereby
agrees not to sell, transfer, assign or otherwise dispose
of the Regency Shares to any Affiliate or Associate (as
such terms are defined in Rule 126-2 of the Securities
Exchange Act of 1934, as amended) unless such Affiliate
or Associate becomes a party to this Agreement.  Any pur-
ported transfer of Regency Shares to any such Affiliate
or Associate that does not become a party hereto shall be
null and void.  

          6.  Entire Agreement.  This Agreement (a) con-
stitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes
all other prior agreements and understandings, both
written and oral, among the parties, or any of them, with
respect to the subject matter hereof; (b) shall not be
amended, altered or modified in any manner whatsoever,
except by a written instrument executed by the parties
hereto; and (c) shall be governed in all respects, in-
cluding validity, interpretation and effect, by the laws
of the State of Delaware (without giving effect to the
provisions thereof relating to conflicts of law).

          7.  Specific Performance.  The parties hereto
acknowledge that damages would be an inadequate remedy
for a breach of this Agreement and that the obligations
of the parties hereto shall be specifically enforceable.

          8.  Parties in Interest.  This Agreement shall
be binding upon and inure solely to the benefit of each
party hereto and their respective successors, assigns,
heirs, executors, administrators and other legal repre-
sentatives; provided, that this Agreement shall not be
assigned without the prior written consent of the other
party hereto, except that Care may assign, in its sole
discretion, all or any of its rights, interests and
obligations hereunder to any direct or indirect wholly
owned subsidiary of Care.  Nothing in this Agreement, ex-
press or implied, is intended to confer upon any other
person any rights or remedies of any nature whatsoever
under or by reason of this Agreement.

          9.  Counterparts.  This Agreement may be exe-
cuted in two or more counterparts, each of which shall be
deemed to be an original, but all of which shall consti-
tute one and the same agreement.

          10.  Notices.  Any notices or other communica-
tions required or permitted hereunder shall be in writing
and shall be deemed duly given upon (a) transmitter's
confirmation of a receipt of a facsimile transmission,
(b) confirmed delivery by a standard overnight carrier or
(c) the expiration of five business days after the day
when mailed by certified or registered mail, postage
prepaid, addressed at the following addresses (or at such
other address as the parties hereto shall specify by like
notice):

               (a)  If to Care, to:

               Care Enterprises, Inc. 
               2742 Dow Avenue 
               Tustin, California   92680-7245
               Telecopy No. (714) 544-4443 x2401

               Attention:  John W. Adams

with a copy to:

               Sidley & Austin
               2049 Century Park East
               Los Angeles, California  90067-3208
               Telecopy No. (213) 556-6502

               Attention:  Moshe J. Kupietzky, Esq.

               (b)     If to any of the Stockholders, to
                       the respective addresses noted on
                       Exhibit A hereto.

          11.  Descriptive Headings.  The descriptive
headings herein are inserted for convenience of reference
only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement.  

          12.  Validity.  The invalidity or
unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other
provision of this Agreement, each of which shall remain
in full force and effect.

          13.  Further Assurances.  Each Stockholder will
execute and deliver all such further documents and in-
struments and take all such further actions as may be
necessary in order to consummate the transactions contem-
plated hereby.

          IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above writ-
ten.

                    CARE ENTERPRISES, INC. 

                    By:  /s/ JOHN W. ADAMS                           
                         Name:  John W. Adams
                         Title: CEO

                    Stockholders:

                    /s/ CECIL MAYS
                         Cecil Mays

                    EL DORADO INVESTMENT COMPANY
                    By:  /s/ GREGORY S. ANDERSON                           
                         Name:  Gregory S. Anderson
                         Title: Managing Director

                    SUNDANCE CAPITAL CORPORATION
                    By:  /s/ GREGORY S. ANDERSON                           
                         Name:  Gregory S. Anderson
                         Title: Vice-President


                              EXHIBIT A

Name of Stockholder                                Number of
     and                                        Securities as of
 Address for Notice      Class of Securities     the Date Hereof

Cecil Mays               Common Stock             571,703
3636 Birch Street
Suite 195
Newport Beach, CA 92660

El Dorado Investment     Common Stock             746,143
 Company              
400 East Van Buren St.
Suite 650
Phoenix, AZ  85004

Sundance Capital         Common Stock             131,516
  Corporation
400 East Van Buren St.
Suite 650
Phoenix, AZ  85004