<PAGE>
Exhibit 10.19







                                             -------------------------


                                               ASSET SALE AGREEMENT

                                                  by and between


                                           TPC HOME CARE SERVICES, INC.,
                                                  (the "Seller")

                                                        and

                                              PUBLIC SERVICES, INC.,
                                                   (the "Buyer")

                                             -------------------------



                                           Dated as of December 5, 1996












                           Relating             to the  purchase  of  certain of
                                                the  assets  of  TPC  Home  Care
                                                Services, Inc.




<PAGE>



                                               ASSET SALE AGREEMENT

                  THIS  ASSET SALE  AGREEMENT  (this  "Agreement"),  dated as of
December  6, 1996,  by and  between  TPC HOME CARE  SERVICES,  INC.,  a New York
corporation  having an office at One Old Country Road,  Suite 335,  Carle Place,
New York 11514 (the "Seller"), on the one hand, and PUBLIC SERVICES, INC., a New
York  corporation  having an office at One Old Country  Road,  Suite ___,  Carle
Place, New York 11514 (the "Buyer"), on the other hand.


                                               W I T N E S S E T H:

                  WHEREAS,  the Seller  desires to sell and the Buyer desires to
purchase,  certain assets and properties of the Seller,  as more fully described
in  Section  1.2,  and the Buyer  desires  to  assume  certain  liabilities  and
obligations  relating to certain of the assets and properties of the Seller,  as
more fully  described  in  Section  1.3,  all upon the terms and  subject to the
conditions hereinafter set forth.

                  NOW, THEREFORE,  in consideration of the premises,  the mutual
covenants  contained herein and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:


                                                     ARTICLE I

                                                  THE TRANSACTION

                  1.1  Transaction.  The sale by the  Seller of  certain  of its
assets and properties and the  acquisition  thereof by the Buyer,  and the other
transactions  contemplated hereby, shall be made on the Closing Date (as defined
in  Section  4.1),  shall  be  based  on  the  representations,  warranties  and
agreements of the Seller and the Buyer herein  contained and shall be subject to
the terms and conditions herein stated.

                  1.2  Transfer  of  Property,  Assets and  Business.  a. On the
Closing Date,  Seller shall sell,  convey,  transfer,  assign and deliver to the
Buyer, and the Buyer shall purchase and accept, all of Seller's right, title and
interest in, to and under the following  properties and assets of Seller, as the
same shall exist on the Closing Date (collectively, the "Transferred Assets"):

         (1)  all tangible assets, properties and equipment, including personal
computers, computer software, furniture, office equipment, supplies, furnishings
and fixtures,  owned by Seller (the "Equipment") and physically  located at 2780
Kennedy Blvd., 2nd Floor, Jersey City, NJ 70306 (the "Leased Real Property"), as
set forth more particularly on Exhibit 1.2(a)(i) attached hereto;

(2)  all of Seller's rights and obligations as lessee, to the extent assignable,
under the Lease  Agreement,  dated as of July 1, 1995 by and  between  Nassif S.
Banout and  Extended  Family  Care (the  "Lease"),  a copy of which is  attached
hereto as Exhibit 1.2(a)(ii);

                                                         1

<PAGE>




  (3)  all of Seller's rights under the accounts receivable specified on Exhibit
1.2(a)(iii) (the "Accounts").  The parties hereby agree that Exhibit 1.2(a)(iii)
shall be updated by Seller  within  fourteen  (14) days of the  Closing  Date to
reflect Accounts as of December 6, 1996;

   (iv)  all of Seller's rights and obligations under the contracts specified on
Exhibit 1.2(a)(iv) to the extent assignable (the "Contracts"); and

  (v)  all correspondence, documentation, agreements and records relating
to the Equipment, the Leased Real Property, the Accounts and the Contracts
 (collectively, the "Records").

                  b. The  Transferred  Assets  being sold by Seller to the Buyer
shall not include  any cash,  or cash  equivalents  or  accounts  receivable  or
security  deposits  owned by the Seller on the  Closing  Date,  or in respect of
services  rendered  prior to the Closing Date and billed after the Closing Date,
except the  Transferred  Assets shall include (i) the Accounts and (ii) a $2,600
security  deposit  paid in  connection  with the  Lease,  but no other  security
deposits.

                  1.3  Assumption of  Liabilities.  (a) On the Closing Date, the
Buyer shall assume, and agree and undertake to pay, perform and discharge as and
when due, and shall  indemnify the Seller for, and hold the Seller harmless from
and against, each of the following obligations, responsibilities and liabilities
(all  of  which  are  hereinafter  referred  to  collectively  as  the  "Assumed
Liabilities"): (i) all obligations,  responsibilities and liabilities arising or
incurred for time periods  after the Closing Date  relating to or arising out of
or  incurred  in  connection  with the  Lease  and the  Contracts;  and (ii) all
obligations,  responsibilities  and  liabilities  arising  out of or incurred in
connection  with the  obligation to bargain with the United  Service  Workers of
America for an initial collective  bargaining agreement for Seller's Jersey City
location,  including,  but not limited to, agreeing to pay all retroactive wages
and/or  benefits  contained  or  referred  to in the  most  recent  draft of the
proposed collective bargaining agreement,  a copy of which is attached hereto as
Exhibit 1.3, and agreeing to all other terms contained therein.

                  (b) On the Closing Date,  the Seller and/or the Buyer,  as the
case may be,  shall  execute and  deliver  the  instruments  of  conveyance  and
transfer referred to in Section 1.5.

                  1.4 Purchase Price. In consideration for the sale, conveyance,
transfer, assignment and delivery of the Transferred Assets by the Seller to the
Buyer and the  assumption  by the Buyer of the  Assumed  Liabilities,  the Buyer
shall pay to the Seller $175,000 plus the Contingent  Consideration  (as defined
in subparagraph (ii) below)  (collectively,  the "Purchase Price"). The Purchase
Price shall be paid by the Buyer to the Seller as follows:

                  (i) on the Closing  Date, by the execution and delivery by the
Buyer to Seller of a promissory note in the amount of $175,000  substantially in
the form of Exhibit 1.3 hereto (the "Buyer's Note");

                  (ii) Buyer shall also pay Seller additional consideration (the
"Contingent  Consideration")  in an amount equal to 12% of the gross revenues of
Buyer in excess of $90,000 per month  relating to the  operations  of Buyer as a
home health care agency at the Leased

                                                         2

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Premises in the ordinary  course.  Such amounts  shall be paid for a twenty-four
(24) month period  commencing on a date which is the ten (10) month  anniversary
of the Closing Date and continuing until the thirty-four (34) month  anniversary
of the Closing Date.  Such amounts  shall be paid monthly,  fifteen (15) days in
arrears based on the prior month's gross revenues.

                  1.5  Instruments  of  Conveyance  and  Transfer.  In  order to
evidence the sale, conveyance, transfer and assignment of the Transferred Assets
as  contemplated  by Section 1.2, Seller will execute and deliver on the Closing
Date,  (i) a bill of sale for the Equipment and Accounts,  substantially  in the
form of Exhibit 1.51  attached  hereto (the "Bill of Sale");  (ii) an assignment
relating to the Lease, substantially in the form of Exhibit 1.52 attached hereto
(the  "Assignment  and  Release");  and  (iii)  an  assignment  relating  to the
Contracts,  substantially  in the form of  Exhibit  1.53  attached  hereto  (the
"Assignment  of  Contracts").  In order to evidence  Buyer's  assumption  of the
Assumed  Liabilities,  Buyer will  execute and  deliver on the  Closing  Date to
Seller an agreement (the  "Assumption  Agreement")  substantially in the form of
Exhibit 1.54 attached hereto.

                  1.6  Further  Assurances.  From time to time,  pursuant to the
reasonable  request of the Buyer,  the Seller  will  execute  and  deliver  such
instruments and documents as the Buyer  reasonably may request in order to sell,
convey,  transfer  and assign to the Buyer,  or to perfect or record the Buyer's
interest in or title to, or to enable the Buyer to use,  any of the  Transferred
Assets,  or otherwise  to carry out the  purposes and intent of this  Agreement.
From time to time, pursuant to the request of the Seller, the Buyer will execute
and deliver such instruments and documents as the Seller  reasonably may request
to cause the Buyer to assume the Assumed  Liabilities  or otherwise to carry out
the purposes and intent of this Agreement.



                                                         3

<PAGE>




                                                    ARTICLE II

                                          REPRESENTATIONS AND WARRANTIES
                                                   OF THE SELLER

                  The Seller represents and warrants to the Buyer as follows:

                  2.1.  Organization.  Seller is a corporation duly
 incorporated, validly existing and in good standing under the laws of New York.

                  2.2.  Authority;   Consents.  This  Agreement  has  been  duly
executed and delivered by the Seller.  Seller has the corporate power to own all
of the  Transferred  Assets.  Seller has the  corporate  power and  authority to
execute,   deliver  and  perform  this  Agreement  and  all  other   agreements,
certificates or documents  contemplated hereby. On or prior to the Closing Date,
the Seller  shall have taken all  corporate  action  required to  authorize  the
execution and delivery of this Agreement and all other agreements,  certificates
and  documents  contemplated  hereby and to authorize  the  consummation  of the
transactions  contemplated hereby; provided,  however, that no representation is
being  made as to  whether  any of the  Contracts  or  Accounts  may be  validly
assigned, and the failure of Seller to procure valid consents of any party which
is  required  to  assign  any  Contract  or  Account  shall  not be a breach  of
representation  or  warranty  of Seller,  nor shall  procuring  such  consent or
consents  constitute  a condition to Closing for purposes of Article VII hereof;
provided,  however, that Seller procuring landlord's consent to an assignment of
the Lease to Buyer  shall  constitute  a condition  to Closing  for  purposes of
Article VII hereof.

                  2.3.  Title.  Seller is the owner of all of the Transferred
 Assets, free and clear of any lien, restriction or encumbrance.

                  2.4.  Litigation.  Except as disclosed in writing by Seller to
the Buyer, there is no claim,  action, suit or proceeding  pending,  and, to the
best of the  knowledge  of the  Seller,  there is no  investigation  pending  or
threatened   with  respect  to  the  Seller  on  the  date  hereof   before  any
governmental,  administrative or regulatory  agency.  The Seller is not aware of
any order or injunction  that would restrain or prevent the  consummation of the
transactions contemplated by this Agreement.

                  2.5.  Contracts.  Attached  as Exhibit 2.5 hereto are true and
complete copies of all Contracts  which  constitute a portion of the Transferred
Assets and all amendments  thereto.  No default exists on the part of the Seller
thereunder, and to the knowledge of the Seller, no default exists on the part of
any other party under the Contracts.

                  2.6 Accounts. Attached as Exhibit 1.1(a)(iii) hereto is a true
and  complete  schedule  of the  Accounts  which  constitute  a  portion  of the
Transferred  Assets. To Seller's  knowledge,  all of said Accounts are valid and
binding  obligations of the respective  obligors under each of such Accounts and
not subject to any set-off or counterclaim.


                                                    ARTICLE III

                                                         4

<PAGE>




                                          REPRESENTATIONS AND WARRANTIES
                                                   OF THE BUYER

                  The Buyer represents and warrants to the Seller as follows:

                  3.1  Organization.  The Buyer is a New York  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York.

                  3.2 Authority; Consents. The Buyer has the power to own all of
its  properties  and assets and to carry on its business as now  conducted or as
contemplated  to be conducted.  The Buyer has the power to execute,  deliver and
perform this Agreement, the Buyer's Note, the Assumption Agreement and all other
agreements,  certificates and documents contemplated hereby. The Buyer has taken
all action  required to authorize the execution and delivery of this  Agreement,
the  Buyer's  Note,   the  Assumption   Agreement  and  all  other   agreements,
certificates and documents contemplated hereby and to authorize the consummation
of the transactions contemplated hereby, and this Agreement and the Buyer's Note
and the  Assumption  Agreement  have been or prior to the Closing  Date will be,
duly  executed  and  delivered  by the Buyer.  No consent,  action,  approval or
authorization of, or registration,  declaration or filing with, any governmental
department, commission, agency or other instrumentality having jurisdiction over
the Buyer is  required  to be  obtained  or made by the Buyer to  authorize  the
execution and delivery by the Buyer of this Agreement or the  performance by the
Buyer of its terms, except for those items specified on Exhibit 3.2.

                  3.3 Litigation.  There is no claim, action, suit or proceeding
pending,  and, to the best of the Buyer's  knowledge,  there is no investigation
pending or  threatened,  with  respect  to the Buyer or any of its  shareholders
before any governmental,  administrative or regulatory  agency. The Buyer is not
aware of any order or injunction that would restrain or prevent the consummation
of the transactions contemplated by this Agreement.

                  3.4 Buyer's  Examination.  The Seller has  provided  the Buyer
with such access to the records, books,  documents,  facilities and personnel of
the Seller as the Buyer has deemed  necessary and  appropriate  in order for the
Buyer to investigate and examine to its satisfaction  the business,  affairs and
properties of the Seller sufficient to make an informed decision to purchase the
Transferred  Assets,  to  enter  into  this  Agreement  and  to  consummate  the
transactions  contemplated hereby. The Buyer is capable of evaluating the merits
and risks of the purchase of the Transferred  Assets and the other  transactions
contemplated hereby.

                  3.5  Working Capital.  On or prior to the Closing Date, Buyer
 will have on hand not less than $25,000 in available working capital.


                                                    ARTICLE IV

                                                     CLOSING

                4.1  Closing.  The closing of the transactions contemplated
 hereby (the "Closing") shall be held at the offices of Meltzer, Lippe,
 Goldstein, Wolf & Schlissel, P.C., 190 Willis

                                                         5

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Avenue,  Mineola, New York 11501 or at such other place as the parties may agree
upon, at 10:00 o'clock A.M.,  New York time, on December 6, 1996 or,  subject to
Article VI hereof,  such other time and date as the parties  may agree upon.  If
the  Closing  does not  occur by  December  31,  1996,  this  Agreement  will be
terminated  forthwith and the parties hereto will have no further obligations to
each other,  other than as  provided in Article VI hereof.  The time and date of
the Closing is called the "Closing Date."


                                                     ARTICLE V

                                        ADDITIONAL COVENANTS OF THE PARTIES

                  5.1 Cooperation.  The parties will use all reasonable  efforts
to obtain all consents of other parties  required to sell,  convey,  transfer or
assign  to the  Buyer,  or to  provide  the  Buyer  with the  benefits  of,  all
agreements and leases included in the Transferred Assets; provided that no party
shall be required to expend funds to procure any such consents.

                  5.2 Best  Efforts.  Each of the Seller and the Buyer shall use
its respective best efforts to cause all of the conditions to the obligations of
the other to consummate  the  transactions  contemplated  hereby which  requires
action by it to be met as soon as practicable after the date of this Agreement.

                  5.3  Confidentiality.  The Buyer will maintain the
 confidentiality of all patient
records and files included in the Transferred Assets.

                  5.4  Non-Competition.  Buyer agrees, for a period of two years
after the Closing Date,  that it will not,  directly or  indirectly  (i) hire or
solicit for hire, as employee,  consultant or independent contractor, any person
who worked in any capacity for Seller (other than in its Jersey City branch) for
at least one hundred  (100) hours in the nine (9) month period  ended  September
30, 1996;  or (ii) do business as a home health care agency beyond the radius of
fifty (50) miles of Jersey  City,  New Jersey.  For  purposes of the  proceeding
sentence,  "doing  business" shall include the soliciting of clients or agencies
which act as providers  of clients,  and/or the  furnishing  of home health care
services.  The parties agree that a violation of the  provisions of this Section
5.4 may cause  irreparable harm to Seller which may not be adequately  redressed
by monetary damages;  as such, Buyer and Seller agree that the provisions hereof
will be specifically enforceable by Seller in any court having jurisdiction over
Buyer and/or its properties.


                                                    ARTICLE VI

                                                    TERMINATION

                  6.1 Termination by Parties.  Subject to Section  6.2(b),  this
Agreement may be terminated and the transactions  contemplated  hereby abandoned
at any time before the Closing Date as follows:

        a.  by the mutual written consent of each of the Seller and the Buyer;

                                                    6

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      b.  by the Buyer, if there has been a material misrepresentation in this
  Agreement by the Seller that has not been corrected by the Seller prior to the
  Closing, or a material breach by the Seller of any of its warranties or
 covenants   set forth herein;

                  c.   by  the   Seller,   if   there   has   been  a   material
         misrepresentation  in this  Agreement  by the  Buyer  that has not been
         corrected  by the Buyer prior to the Closing,  or a material  breach by
         the Buyer of any of its warranties or covenants set forth herein.

                  6.2  Obligations Upon Termination; Cure, etc.

                  (a) If this Agreement shall be terminated  pursuant to Section
6.1(a), neither party shall have any further obligation to the other.

                  (b) If the  Seller  or the  Buyer  shall  have  the  right  to
terminate this Agreement pursuant to Section 6.1(b) or (c), then the party which
does not have the right so to terminate this Agreement will use its best efforts
to promptly  cure the  condition  giving  rise to such  right.  If such party is
unable to cure the  condition  giving  rise to such  right,  the other party may
exercise  its  right  under  Section  6.1(b) or  6.1(c),  as the case may be, to
terminate the  Agreement or may waive such right and proceed to  consummate  the
transactions  contemplated  hereby.  If such right to  terminate  is  exercised,
neither party shall have any further obligation to the other, provided, however,
that if such termination shall result from the failure of any party to fulfill a
condition  to the  performance  of the other  party or to perform a covenant  or
agreement in this  Agreement or from a breach of any of its  representations  or
warranties,  such party shall be fully liable for any and all damages  sustained
or incurred by the other party.


                                                    ARTICLE VII

                                             CONDITIONS PRECEDENT TO
                                                BUYER'S OBLIGATIONS

                  The  obligations  of the  Buyer to  purchase  the  Transferred
Assets,  to assume the Assumed  Liabilities  and  otherwise  to  consummate  the
transactions   contemplated   by  this   Agreement   shall  be  subject  to  the
satisfaction, at or before the Closing Date, of the following conditions (any of
which may be waived in writing, in whole or in part, by the Buyer):

                  7.1  Representations  and  Warranties  True and  Correct.  The
representations  and warranties of the Seller  contained in this Agreement shall
be true and correct in all  material  respects on the Closing Date as if made on
and as of the Closing  Date.  The Seller shall have duly  performed and complied
with all material  agreements  and  conditions  required by this Agreement to be
performed or complied with by the Seller at or before the Closing Date.

                  7.2   Closing Documents.  The Seller shall have furnished the
 Buyer with the following documents:

(a)  the certificate of incorporation of Seller, duly certified by the
 Secretary of

                                                         7

<PAGE>



Seller;

                  (b) a certificate  of good standing and status,  dated as of a
recent date,  executed by an appropriate  official of the State of New York with
respect to the Seller; and

                  (c)  certificates  of the Secretary of Seller  certifying  (i)
that  attached  thereto is a true and complete  copy of all  resolutions  of its
board  of  directors  pertaining  to  the  transactions   contemplated  by  this
Agreement,  and (ii) as to the  incumbency  and  authority  of the  officers  or
representatives  executing this Agreement and the other documents and agreements
executed in connection herewith.

                  7.3  Instruments of Transfer;  Assignments  of Contracts.  The
Bill of Sale, the  Assignment  and Release,  the Assignment of Contracts and the
Assumption  Agreement  shall have been duly  executed by Seller and delivered to
the Buyer.

                  7.4 Consent as to Lease.  The  landlord  under the Lease shall
have consented in writing to the assignment of the Lease to Buyer.

                  7.5 Regulatory/Health Approvals. The Buyer shall have received
the consents, authorizations and approvals specified in Exhibit 3.2.




                                                         8

<PAGE>



                                                   ARTICLE VIII

                                             CONDITIONS PRECEDENT TO
                                               SELLER'S OBLIGATIONS

                  The  obligations  of the  Seller  to sell,  convey,  transfer,
assign and  deliver the  Transferred  Assets and  otherwise  to  consummate  the
transactions   contemplated   by  this   Agreement   shall  be  subject  to  the
satisfaction, at or before the Closing Date, of the following conditions (any of
which may be waived in writing, in whole or in part, by the Seller):

                  8.1  Representations  and  Warranties  True and  Correct.  The
representations  and  warranties of the Buyer  contained in this Agreement or in
any  certificate or document  delivered to the Seller  pursuant  hereto shall be
true in all  material  respects on the Closing  Date as if made on and as of the
Closing Date. The Buyer shall have duly performed and complied with all material
agreements and conditions required by this Agreement to be performed or complied
with by the Buyer at or before the Closing Date.

                  8.2  Closing Documents.  The Buyer shall have furnished the
 Seller with the following documents:

                  (a)  its certificate of incorporation and all amendments
 thereto, duly certified by its Secretary;

                  (b) a certificate,  dated as of a recent date,  executed by an
appropriate  official of the State of New York,  as to the good  standing of the
Buyer in such jurisdiction;

                  (c) a certificate of the Secretary of the Buyer certifying (i)
that  attached  thereto is a true and complete  copy of all  resolutions  of its
board  of  directors  pertaining  to  the  transactions   contemplated  by  this
Agreement, and (ii) as to the incumbency and authority of the officers executing
this  Agreement and the other  documents and  agreements  executed in connection
herewith;

                  (d) a  written  consent  of  landlord  under  the Lease to the
release of Seller from its obligations under the Lease and permitting assignment
to the Buyer; and

                 (e)  such other documents as the Seller may reasonably request.

                  8.3  Payment of Purchase  Price.  The Buyer shall have paid to
the Seller the  Purchase  Price in the manner  provided in Section 1.4 and shall
have delivered the Buyer's Note to Seller.

                  8.4 Agreements, etc. (a) The Buyer shall have duly authorized,
executed and delivered the Assignment and Release,  the Assignment of Contracts,
the  Assumption  Agreement and such other  instruments as shall be necessary for
the  Buyer to  assume  the  Assumed  Liabilities  and  perform  its  obligations
hereunder or in connection herewith.  The Seller shall have obtained the consent
of the  landlord  to  assign  the  Lease to Buyer and  release  Seller  from its
obligations thereunder.


                                                         9

<PAGE>



                  8.5  Working Capital.  Buyer shall have on hand $25,000
 in available working                     --------------- 
capital.


                                                    ARTICLE IX

                                      DISCLAIMER OF WARRANTY; INDEMNIFICATION

                  9.1 Assets  Transferred "As Is, Where Is". BUYER  ACKNOWLEDGES
AND AGREES THAT ALL ASSETS BEING TRANSFERRED  HEREUNDER ARE BEING TRANSFERRED ON
AN "AS IS, WHERE IS" BASIS, AND THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 2,
SELLER  IS MAKING NO  REPRESENTATION  OR  WARRANTY  OF ANY  KIND,  EXPRESSED  OR
IMPLIED, RESPECTING THE TRANSFERRED ASSETS, AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR  PURPOSE OR ANY OTHER MATTER.  Buyer acknowledges that Buyer is fully
familiar  with the  Transferred  Assets  and  agrees  that  Seller  is making no
representations or warranties with respect to the Transferred Assets,  except as
set forth in Article 2.

                  9.1  Indemnification.  (a) The Seller shall indemnify and hold
harmless the Buyer, its officers,  directors and  shareholders  from and against
all  damages,  losses,  liabilities,  costs  and  expenses  resulting  from  any
obligations,  claims or demands  incurred by them which arise out of the conduct
of Seller's business prior to the Closing Date.

                  (b) The Buyer shall  indemnify  and hold  harmless the Seller,
their  officers,  directors,  partners  and  shareholders  from and  against all
damages, losses, liabilities, costs and expenses resulting from any obligations,
claims or demands incurred by them which arise out of the conduct of the Buyer's
business  after  the  Closing  Date,  or  result  from a breach  by Buyer of any
agreement or covenant set forth herein,  including,  but not limited to, Buyer's
covenants with respect to the Assumed Liabilities.


                                                     ARTICLE X

                                                   MISCELLANEOUS

                  10.1 Non-Survival.  None of the representations and warranties
made in this  Agreement or in any  Schedule,  Exhibit,  certificate  or document
delivered  pursuant  hereto shall survive after the Closing Date.  The covenants
herein shall survive the Closing in accordance with their terms.

                  10.2 Brokerage. The Buyer and the Seller represent and warrant
that there is no claim for brokerage  commissions or finder's fees in connection
with the transactions  contemplated hereby resulting from any action taken by it
or its officers and directors.

                  10.3  Governing  Law.  This  Agreement  shall be construed and
enforced in accordance with the internal,  substantive  laws of the State of New
York without giving effect to the conflict of law principles thereof.


                                                        10

<PAGE>



                  10.4 Notices. All notices, consents,  requests,  instructions,
approvals and other  communications  provided for herein shall be validly given,
made or served if in writing and  delivered  personally or sent by registered or
certified mail,  return receipt  requested,  postage  prepaid,  or by nationally
recognized overnight courier:

                  (a)  if to the Seller, addressed to the Seller at:

                           TPC Home Care Services, Inc.
                           One Old Country Road
                           Suite 335
                           Carle Place, New York  11514

                           with copies to:

                Meltzer, Lippe, Goldstein, Wolf & Schlissel, P.C.
                           190 Willis Avenue
                           Mineola, New York  11501
                           Attention:  Richard A. Lippe, Esq.

                  (b)  if to the Buyer, addressed to the Buyer at:
                           Public Services, Inc.
                           One Old Country Road
                           Suite ___
                           Carle Place, New York  11514

                           with copies to:

                           Richard Lane, Esq.
                           One Old Country Road
                           Suite 430
                           Carle Place, New York  11514

or such other  address as shall be  furnished  in writing by either party to the
other parties.

                  10.5 Expenses. Except as otherwise provided herein, each party
shall pay its own expenses in connection with the preparation and performance of
the terms of this Agreement and the transactions  contemplated hereby, including
all fees and expenses of its counsel and accountants.

                  10.6 Sales and Transfer  Taxes.  All sales and transfer  taxes
(including  taxes,  if any,  imposed upon the transfer of  Transferred  Assets),
filing,   recording  and  registration  fees  payable  in  connection  with  the
transactions contemplated hereby shall be paid by the Buyer.

                  10.7 Rent, Utilities and Other Charges.  All rent,  insurance,
fees,  fuel,  utilities,  telephone  and other like  charges  real and  personal
property  taxes with  respect to the  Transferred  Assets  shall be  apportioned
between  the Buyer and the  Seller  as of the  Closing  Date on the basis of the
fiscal (or lien) period for which such charges, deposits and taxes are

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attributable.

                  10.8  Assignment; Amendments; Waivers.

                  (a) Neither the Buyer nor the Seller  shall  assign any of its
rights or obligations  under this Agreement without the prior written consent of
the other parties.

                  (b) This  Agreement  shall be binding  upon and shall inure to
the  benefit  of the  parties  and their  respective  successors  and  permitted
assigns,  and no other person shall acquire or have any right under or by virtue
of this Agreement.

                  (c) No provision of this Agreement may be amended, modified or
waived except by written agreement duly executed by each of the parties.

                  10.9  Jurisdiction;  Consent  to  Service.  Legal  proceedings
commenced  by the  Seller,  on the one hand,  or the Buyer,  on the other  hand,
against the other  arising out of any of the  transactions  contemplated  hereby
shall be  brought  exclusively  in the  Federal  court  sitting  in the  Eastern
District  of New York or in the  appropriate  New  York  State  court in  Nassau
County,   New  York.   Each  of  the  Seller  and  the  Buyer   irrevocably  and
unconditionally  submits to the  jurisdiction  of such courts and agrees to take
all future actions necessary to submit to the jurisdiction  thereof. Each of the
Seller and the Buyer  irrevocably  waives any objection which it may have to the
laying of venue of any suit,  action or  proceeding  brought  in such  courts in
Nassau County,  New York and further  irrevocably waives any claim that any such
suit,  action or  proceeding  brought  in such  courts  has been  brought  in an
inconvenient forum.

                  10.10 Headings.  The Section  headings hereof are provided for
convenience of reference only and do not constitute a part of this Agreement.

                  10.11 Entire Agreement. The Exhibits and Schedules referred to
herein  constitute a part of this Agreement as if set forth herein in full. This
Agreement  constitutes  the entire  agreement  between  the  parties  hereto and
cancels and supersedes all prior oral and written agreements, letters of intent,
and understandings relating to the subject matter hereof.

                  10.12  Counterparts.  This Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                  IN WITNESS  WHEREOF,  this Asset Sale  Agreement has been duly
executed by the parties hereto as of the day and year first above written.


                                            TPC HOME CARE SERVICES, INC., Seller


                                By Joseph Heller
                               Name: Joseph Heller
                                              Title: VP


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                                            PUBLIC SERVICES, INC., Buyer


                                 By: Gary Melius
                                Name: Gary Melius
                                Title: President


                                                        13

<PAGE>




STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NASSAU   )

                  On this, the 10th day of December,  1996,  before me, a Notary
Public in and for Said County and State,  personally  appeared  Joseph Heller of
TPC HOME CARE  SERVICES,  INC., a New York  corporation,  and that such officer,
being duly  authorized  to do so,  executed  the  foregoing  instrument  for the
purposes  therein  contained by signing and attesting his name on behalf of said
corporation.

                                                          Blanche S. Berkowitz
                                                                  Notary Public

                                                     [NOTARY]

STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NASSAU   )


                  On this, the 10th day of December,  1996,  before me, a Notary
Public in and for Said  County and State,  personally  appeared  Gary  Melius of
PUBLIC SERVICES, INC., a New York corporation, and that such officer, being duly
authorized to do so, executed the foregoing  instrument for the purposes therein
contained by signing and attesting his name on behalf of said corporation.

                                                         Blanche S. Berkowitz
                                                            Notary Public

                                                     [NOTARY]





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