EXHIBIT

                                     10.2
<PAGE>
GUARANTY



                  Agreement of Guaranty made as of this 21st day
      of December, 1999, by the undersigned hereof (the
      "Guarantor"), to MATTERHORN USA, INC., having an address
      at c/o BDG Management, Inc., 6800 Jericho Turnpike,
      Syosset, New York (hereinafter together with the
      successors and assigns "Landlord");

WITNESSETH:

                  WHEREAS, by that certain First Amendment to Lease between
      Landlord and STAFF BUILDERS, INC. ("Tenant"), dated October
      28,1998, which amendment consolidated and modified certain leases
      previously entered into between Landlord's predecessor in interest,
      Triad III Associates, as landlord and Tenant (hereinafter
      collectively referred to as the "Lease"), Landlord leased to Tenant
      premises comprising a portion of the building known as 1983 Marcus
      Avenue, Lake Success, New York and which premises is defined in the
      Lease as the  "Demised Premises"; and

                  WHEREAS, Guarantor is the parent company of Tenant and
      Guarantor desires to execute and deliver this Guaranty to Landlord;
      and

                  NOW, THEREFORE, in consideration of the premises,
      Guarantor hereby unconditionally covenants and agrees to and with
      Landlord as follows:

                  (1)   Guarantor hereby unconditionally jointly and
      severally guarantees the full payment, performance and observance
      of all of the covenants, conditions and agreements to be paid,
      performed and observed under the Lease.

                  (2)   Guarantor hereby agrees that its liability hereunder
      shall be unaffected by (i) any agreement or modification of the
      provisions of the Lease or any other instrument made to or with the
      Landlord by the Tenant or any person who succeeds the Tenant, (ii)
      any extension of time for performance required thereby, (iii) any
      assignment of the Lease (unless Tenant is expressly released from
      all of its obligations under the Lease) or sublet of the Demised
      Premises hereunder, (iv) exculpatory provisions, if any, in any of
      said instruments, (v) the release of the Tenant (unless Tenant is
      expressly released from all of its obligations under the Lease),
      the Guarantor or any other person or entity from performance or
      observance of any of the agreements, terms or conditions contained
      in any said instruments by operation of law, whether made with or
      without notice to the Guarantor, or (vi) any bankruptcy,
      insolvency, reorganization, arrangement, assignment for the benefit
      of creditors, receivership or trusteeship affecting the Tenant, the
      Demised Premises, and/or the Guarantor or any of its respective
      successors or assigns whether or not any notice thereof is given to
      the Guarantor.




                  (3)   Guarantor hereby waives any and all legal
      requirements that Landlord shall institute any action or
      proceedings at law or in equity against Tenant, or anyone else, in
      respect of the Lease, or in respect of any other security held by
      Landlord, as a condition precedent to bringing an action against
      the Guarantor upon this Guarantee. All remedies afforded to
      Landlord by reason of this Guarantee are separate and cumulative
      remedies and it is agreed that no one of such remedies, whether
      exercised by Landlord or not, shall be deemed to be an exclusion of
      any of the other remedies available to Landlord and shall not limit
      or prejudice any other legal or equitable remedy which Landlord may
      have.

                  (4)   It is understood and agreed that the Guarantor shall
      not be released by any act or thing which might, but for this
      provision of this instrument, be deemed a legal or equitable
      discharge of a surety or a guarantor, or by reason of any waiver,
      extension, modification, forbearance or delay or other act or
      omission of Landlord or its failure to proceed promptly or
      otherwise, or by reason of any action taken or omitted or
      circumstance which may or might vary the risk or affect the rights
      or remedies of Guarantor or any of them or by reason of any further
      dealings between Tenant and Landlord, whether relating to the Lease
      or otherwise, and the Guarantor hereby expressly waives and
      surrenders any defense o its liability hereunder based upon any of
      the foregoing acts, omissions, things, agreements, waivers or any
      of them and hereby expressly waives and relinquishes all other
      rights and remedies accorded by applicable law to guarantors and
      sureties; it being the purpose and intent of the parties hereto
      that the obligations of Guarantor hereunder are absolute and
      unconditional under any and all circumstances.

                 (5)  Guarantor hereby waives notice of acceptance of this
      Guarantee by Landlord and of presentment for payment, demand, protest,
      notice of protest and of dishonor, notices of default and all other
      notices of every kind and description now or hereafter provided by any
      statute or rule of law.

                  (6)   Guarantor waives any claim (as such term is defined
      in the United States Bankruptcy Code, as amended from time to time)
      it has or may have against Tenant, including, but not limited to,
      the right to receive any bankruptcy or other distribution to which
      Guarantor may be entitled by reason of having executed and
      performed under this Guaranty, and Guarantor waives any legal or
      equitable right to indemnification, contribution or reimbursement,
      or any other contingent claim, arising out of or in connection with
      the Lease or this Guaranty.

                  (7)   Any notice, demand or request by Landlord to
      Guarantor shall be made in writing and shall be deemed to have been
      duly given or made if mailed by certified or registered mail
      addressed to the Guarantor at its respective address set forth at
      the foot hereof

                  (8)   This Guaranty is, and shall be deemed to be, a
      contract entered into under and pursuant to the laws of the State
      of New York and shall be in all respects governed, construed,
      applied and enforced in accordance with the laws of said State; and
      no defense given or allowed by the laws of any other State or
      Country shall be interposed in any action or proceeding hereon
      unless such defense is also given or allowed by the laws of the
      State of New York. The undersigned agrees to submit to personal
      jurisdiction in the State of New York in any action or proceeding
      arising out of this Guaranty.

      (9)         The Guarantor hereby represents and warrants that:

                        (a)   The most recent financial statement of the
      Guarantor, copies of which statements have been furnished to the
      Landlord, fairly present the financial condition of the Guarantor
      as of such dates in accordance with generally accepted accounting
      principles applied on a consistent basis, and since the date of
      each of such financial statements, there has been no material
      adverse change in such condition or operations.

                        (b)   There are no actions, suits or proceedings
      pending, or to the knowledge of the Guarantor, threatened against
      or affecting the Guarantor or the properties of the Guarantor
      before any court or governmental department, commission, board,
      bureau, agency or instrumentality, domestic or foreign, which, if
      determined adversely to the Guarantor, would have a material
      adverse effect on the financial condition, properties or operations
      of the Guarantor.

                        (c)   The Guarantor is not a party to any indenture,
      loan or credit agreement or any lease or other agreement or
      instrument or subject to any charter or other restriction which
      would have a material adverse effect on the ability of the
      Guarantor to carry out its obligation under this Guaranty.

                        (d)   No information, exhibit or report furnished by
      the Guarantor to the Landlord in connection with the negotiation of
      this Guaranty contained as of the date thereof, or, if there be no
      such date, the date of furnishing thereof, any material
      misstatement of fact or omitted to state a material fact or any
      fact necessary to make the statements contained therein not
      misleading.

                  (10)        The Guarantor hereby agrees to indemnify the
      Landlord against loss, cost or expense caused by the assertion by
      the Tenant of any unsuccessful defense to its obligations under the
      Lease or the assertion by the Guarantor of any unsuccessful defense
      to the obligations of the Guarantor under this Guarantee.


                  (11)        The Guarantor hereby agrees that should
      Landlord be obligated by any bankruptcy or other law to repay to
      the Guarantor, or to any trustee, receiver or other representative
      of it, any amounts previously paid in respect of and/or pursuant to
      this Guaranty, then this Guaranty shall be reinstated to include
      the amount of such repayment. Landlord shall not be required to
      litigate or otherwise dispute Guarantor's obligation to make such
      repayments if it, in good faith and on the written advice of
      counsel, believes that such obligation exists.

                  (12)        If any action, suit or proceeding which either
      directly or indirectly involves this Guaranty is commenced, the
      Guarantor waives its right to any jury trial in connection
      therewith.

                  (13)        This Guaranty is separate, distinct and in
      addition to any liability and/or obligations that the Guarantor may
      have under any other guaranty or any other agreement executed by
      the Guarantor in connection with the Lease and no other agreement
      or guaranty executed in connection with the Lease shall act to
      reduce or set-off the Guarantor's liability hereunder.

                  (14)        If any of the provisions of this Guaranty, or
      the application thereof to any person or circumstances, shall, to
      any extent, be invalid or unenforceable, the remainder of the
      Guaranty, or the application of such provision or provisions to
      persons or circumstances other than those as to whom or which it is
      held invalid or unenforceable, shall not be affected thereby, and
      every provision of this Guaranty shall be valid and enforceable to
      the fullest extent permitted by law.


        This Guaranty shall be binding upon the respective heirs, legal
      representatives, successors and assigns of the Guarantor and
      shall inure to the benefit of the Landlord and its successors and
      assigns.


                     IN WITNESS WHEREOF, Guarantor has duly executed this
      Guaranty as of the day and year first above written.

                               TENDER LOVING CARE HEALTH CARE
                                 SERVICES, INC., a Delaware corporation




                                              By: /s/ Dale R. Clift
                                              Name: Dale R. Clift
                                              Title: President