Exhibit 10.4

                            ASSET PURCHASE AGREEMENT

           ASSET PURCHASE  AGREEMENT  dated this 19th day of February,  1997, by
and between

           HOME HEALTH AIDES,  INC., a New York corporation,  with offices at 50
           Clinton Street,  Hempstead, New York 11550 ("Home Health") and H.H.A.
           AIDES,  INC., a New York  corporation,  with offices  located at 1787
           Veterans Highway,  Islandia,  New York 11779 ("HHA") (Home Health and
           HHA  are  sometimes   referred  to   individually   as  "Seller"  and
           collectively as "Sellers"); and

           HEALTH ACQUISITION CORP. D/B/A ALLEN HEALTH CARE SERVICES, a New York
           corporation,  with offices at 175-20 Hillside  Avenue,  Jamaica,  New
           York 11432 ("Buyer").

                                    RECITALS

           A. Sellers are engaged in the business of providing  home health care
in Nassau and Suffolk Counties in the State of New York.

           B. Sellers desire to sell and transfer to Buyer, and Buyer desires to
acquire from Sellers, certain of the assets of the Sellers' business, subject to
and upon the conditions and terms set forth in this Agreement.

           NOW,  THEREFORE,  in  consideration  of the foregoing  recitals,  the
mutual representations,  warranties,  covenants and agreements herein set forth,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

           1.1 Definitions:

           For all purposes of this  Agreement,  except as  otherwise  expressly
provided,

           (i) the terms defined in this Agreement include the plural as well as
the singular,

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           (ii) all  accounting  terms not  otherwise  defined  herein  have the
meanings assigned under generally accepted accounting principles,

           (iii) all  references  in this  Agreement to  designated  "Articles,"
"Sections," "Subsections" and other subdivisions are to the designated Articles,
Sections, Subsections and other subdivisions of the body of this Agreement,

           (iv) all  references in this  Agreement to "Exhibits" or  "Schedules"
are to the Exhibits and Schedules attached to this Agreement,

           (v)  pronouns  of  either   gender  or  neuter  shall   include,   as
appropriate, the other pronoun forms, and

           (vi)  unless the  context  requires  otherwise,  the words  "herein,"
"hereof"  and  "hereunder,"  and other  words of  similar  import  refer to this
Agreement as a whole and not to any particular Article,  Section,  Subsection or
other subdivision.

           As used in this Agreement and the Exhibits, the following definitions
shall apply:

           "Agreement" means this Asset Purchase  Agreement by and between Buyer
and Sellers,  as the same may be amended or  supplemented in a writing signed by
duly  authorized  representatives  of both  parties,  together with the Exhibits
hereto.

           "Assumed  Liabilities"  mean the liabilities or obligations of Seller
relating to the  Business  that are  specifically  assumed by Buyer  pursuant to
Section 2.3.

           "Business"  means the business of  providing  home health care in the
Counties  of Nassau and  Suffolk,  State of New York and the  incidents  of such
business,  including  income,  cash flow,  operations,  condition  (financial or
other), anticipated revenues and prospects.

           "Buyer's Escrow Agent" means Robinson Brog Leinwand Greene Genovese &
Gluck, P.C.

           "Claim" means a claim of a Loss arising in connection with any of the
matters set forth in Section 10.2 or 10.3.

           "Closing" means the consummation of the purchase and sale transaction
contemplated by this Agreement and shall be deemed to have occurred effective as
of 12:01 a.m. on the Closing Date.


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           "Closing Date" means the day on which the Closing actually occurs.

           "Closing Escrow  Agreement"  means the escrow  agreement among Buyer,
Sellers and Buyer's Escrow Agent in the form annexed hereto as Exhibit 3.1(b).

           "Code" means the Internal Revenue Code of 1986, as amended.

           "Contract  Escrow  Agreement" means the escrow agreement among Buyer,
Sellers and Sellers' Escrow Agent in the form annexed hereto as Exhibit 3.1(a).

           "Contracts"  means the contracts to which either Seller is a party or
by which it is bound as set forth on Schedule 2.1(a).

           "Deposit" means the payment made by Buyer pursuant to Section 3.1(a).

           "Discharge Plan" means the plan to be submitted by Sellers to the New
York State  Department  of Health for the  surrender  of their  licenses and the
discharge of their patients.

           "Encumbrance"  means in respect of any property or right,  any claim,
charge,  covenant,  easement,  encumbrance,  security  interest,  lien  (tax  or
otherwise), option, pledge, right of another, servitude, or restriction (whether
on sale,  transfer,  disposition  or otherwise),  whether  imposed by agreement,
understanding, law, equity or otherwise.

           "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

           "Excluded Assets" means those assets of Seller referred to in Section
2.2.

           "Fixed  Assets" means the fixed,  tangible  assets listed on Schedule
2.1(c).

           "Guaranty"  means the Guaranty of Paul Manson and Cora Baliff annexed
hereto as Exhibit 4.2(e).

           "Hours  Measuring  Period"  means the four week period  commencing on
April 28,  1997 and  ending on May 25,  1997,  provided  the  conditions  to the
obligations  of Buyer have been  satisfied and Sellers have notified  Buyer they
are ready to close on or before June 6, 1997,  but if such  conditions  have not
been  satisfied or Sellers are not ready to close,  the Hours  Measuring  Period
shall be the four weeks immediately prior to the Closing Date.


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           "Indemnifiable  Claim" means any Loss for or against  which any party
is entitled to indemnification  under this Agreement;  "Indemnified Party" means
the party entitled to indemnity  hereunder;  and "Indemnifying  Party" means the
party obligated to provide indemnification hereunder.

           "Leases" means the lease agreements  covering the leasehold interests
at 50  Clinton  Street,  Hempstead,  New York 11550 and 1787  Veterans  Highway,
Islandia,   New  York  11779,  together  with  all  amendments,   modifications,
alterations  and other  changes  thereto  (each,  individually  referred to as a
"Lease").

           "Loss"  means  any  action,  cost,  damage,  disbursement,   expense,
liability, loss, deficiency, obligation, penalty, fine, assessment or settlement
of any kind or nature,  whether foreseeable or unforeseeable,  including but not
limited to, interest or other carrying costs,  penalties,  legal,  accounting or
other professional fees or expenses incurred in the  investigation,  collection,
prosecution  or  defense  of  claims,  inquiries,  hearings  or  other  legal or
administrative proceedings,  and amounts paid in settlement, that may be imposed
on or otherwise incurred or suffered by the specified person.

           "Order"  means  any  decree,   injunction,   preliminary  injunction,
temporary restraining order, judgment,  order, ruling, assessment or writ except
for (i) Permits issued to Sellers or statutes and regulations  applicable to the
parties in the ordinary  course of business and (ii) the assignment of cases and
directions and orders relating  thereto from Nassau or Suffolk County  officials
in the ordinary course of Sellers' business.

           "Past  Practice"  means a lawful  practice  followed  or  observed by
Seller in its  operation of the Business  during the  twelve-month  period ended
December 31, 1996.

           "Permit"  means  any  license,  permit,  franchise,   certificate  of
authority,  or order,  or any waiver of the foregoing,  required to be issued by
any  governmental  entity in connection with, and necessary to the operation of,
the Business.

           "Plan"  means any  "employee  welfare  benefit  plan" (as  defined in
Section 3(1) of ERISA) or any  "employee  pension  benefit  plan" (as defined in
Section  3(2) of ERISA and not  exempted  under  Section  4(b) or 201 of ERISA),
including  any  "multi-employer  pension  plan" (as defined in Section  3(37) of
ERISA).

           "Purchased  Assets"  means the assets of Seller  described in Section
2.1.

           "Purchase Price" has the meaning set forth in Section 3.1.


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           "Rate" means a uniform  statewide PCA Level II Medicaid rate for home
health care services applicable for the year 1997, if any, or if in lieu of such
uniform  statewide  rate there are two separate (but uniform within each region)
rates established  statewide,  one for the so-called "upstate" and the other for
the "downstate"  region,  the uniform rate that is applicable to the "downstate"
region.  Any rate for 1997 for home  health  care  services  other than the Rate
shall for purposes of this Agreement be defined as a "Nonuniform Rate".

           "Required Consents" means the consents, waivers, approvals,  licenses
and authorizations listed on Schedule 5.2.

           "Sellers' Escrow Agent" means Hoffinger  Friedland Dobrish Bernfeld &
Stern, P.C.

           "Tax" means any  foreign,  federal,  state,  county or local  income,
sales and use, excise,  franchise,  real and personal property,  transfer, gross
receipt,  capital  stock,  production,  business  and  occupation,   disability,
employment,  payroll,  severance  or  withholding  tax or charge  imposed by any
governmental  entity,  any interest and  penalties  (civil or criminal)  related
thereto  or to the  nonpayment  thereof,  and any  Loss in  connection  with the
determination, settlement or litigation of any Tax liability.

                                   ARTICLE II
                                 SALE OF ASSETS

           2.1 Purchased  Assets:  Subject to this Agreement,  Sellers shall, at
the Closing,  sell,  assign,  transfer and convey to Buyer, and Buyer shall then
purchase and acquire from Sellers,  all of Sellers' right, title and interest in
and to:

           (a) the  Contracts  and all  Sellers'  rights and  interests  arising
thereunder;

           (b) the Leases;

           (c) the Fixed Assets;

           (d) subject to regulatory approval(s), if required, patient lists and
patient files of such patients as elect to be  transferred  to Buyer on or about
the Closing Date pursuant to the Discharge Plan; and

           (e)  employee  lists  and  files,   including  names,  addresses  and
telephone numbers.


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           2.2 Excluded  Assets:  The  Excluded  Assets shall be all of Sellers'
assets except for those included within the Purchased Assets, including, without
limitation, the following Excluded Assets:

           (a) cash,  accounts  receivable  on invoices  for sales and  services
prior to the Closing Date whether invoiced before or after the Closing Date, and
prepaid expenses of Sellers;

           (b) rights of Sellers under this Agreement;

           (c) Sellers' canceled checks, bank statements and tax returns;

           (d) claims, refunds,  rights, choses in action and litigation and the
proceeds thereof received or to be received by Sellers, irrespective of the date
on which any such claim, refund, or right may arise or accrue;

           (e) Sellers'  corporate minute books and stock records,  tax records,
general ledger and other books of original entry, and original payroll records;

           (f) all books,  records,  manuals  and other  materials  relating  to
Sellers'  business,   including,   without   limitation,   advertising   matter,
correspondence, sales materials and research and accounting records;

           (g) Sellers' Federal Tax Identification Numbers,  Sellers' Department
of Health License Number(s) and Sellers' Medicaid Provider Number(s);

           (h) Sellers' trade names "H.H.A.",  "Home Health" and all derivatives
thereof; and

           (i) the items of personal property listed on Schedule 2.2(i).

           2.3 Assumption of Certain Liabilities;  Excluded  Liabilities:  Buyer
shall,  at the  Closing,  assume  only those  liabilities  of  Sellers  that are
expressly set forth on Schedule  2.3,  provided that with respect to all leases,
contracts,  commitments,  licenses, agreements and arrangements assumed by Buyer
pursuant to this Section 2.3, all obligations of Sellers arising  thereunder and
to be performed prior to the Closing Date shall not be assumed by Buyer. Assumed
Liabilities  shall not include any other  liabilities  of Sellers of any kind or
nature,  whether absolute,  contingent,  accrued,  known or unknown, which shall
remain the liabilities of Sellers. Buyer shall not be obligated to engage any of
Sellers' employees after the Closing. Sellers shall at or before Closing pay its
employees all salary,  bonus,  vacation and sick pay, and other similar benefits
that may have accrued to such employees as of the Closing Date, no part of which
shall be assumed by Buyer;  and in the event Buyer shall  engage any of Sellers'
employees after the Closing, Sellers shall have no responsibility for

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any salary,  bonus,  vacation and sick pay, and other similar  benefit Buyer may
agree to pay such employees  after the Closing (even if it purports to relate to
a period prior to the Closing Date).

                                   ARTICLE III
                                 PURCHASE PRICE

           3.1 Purchase Price:  The price for the Purchased  Assets shall be One
Million One Hundred Fifty Thousand  ($1,150,000) Dollars (the "Purchase Price").
The Purchase Price shall be payable to Sellers as follows:

                      (a) $50,000,  to Sellers' Escrow Agent, by the delivery to
           Sellers'  Escrow  Agent  concurrent  with the  execution  hereof of a
           check,  subject to  collection,  payable to Sellers'  Escrow Agent in
           such amount,  to be held by Sellers'  Escrow Agent in accordance with
           the terms of the Contract Escrow Agreement;

                      (b) $50,000,  to Buyer's Escrow Agent,  by the delivery to
           Buyer's  Escrow  Agent at Closing of a  certified  or bank  cashier's
           check, drawn on a New York clearing house member,  payable to Buyer's
           Escrow Agent in such amount, to be held by Buyer's Escrow Agent until
           the  first  anniversary  of the  Closing  Date  as  security  for the
           obligations of Sellers  pursuant to Section 10.2 hereof in accordance
           with the terms of the Closing Escrow Agreement; and

                      (c) the  balance,  subject  to the  provisions  of Section
           3.3(a)(i),  by delivery by Buyer to Sellers at Closing of a certified
           or bank cashier's  check,  drawn on a New York clearing house member,
           or, at the option of Buyer,  by wire  transfer  in such  amount to an
           account  designated by Sellers.  As additional  consideration,  Buyer
           shall assume the Assumed Liabilities.

           3.2 Prorations: At the Closing, the parties shall apportion any rents
or other  charges paid or payable  under the Leases for the periods prior to and
subsequent  to the  Closing  Date and  Buyer  shall  reimburse  Sellers  for any
security  deposits,  utility  deposits,  etc.  assigned  by  Sellers to Buyer in
connection with the Leases or other Purchased Assets.

           3.3  Adjustments:  The  Purchase  Price shall be subject to either or
both of the following adjustments:

                      (a) If a Rate shall have been fixed and at an amount  less
           than  $11.82 per hour,  the  Purchase  Price  shall be reduced by One
           Thousand Five Hundred Thirty-One and 25/100  ($1,531.25)  Dollars for
           each one ($.01)  cent the Rate is fixed  below  $11.82 per hour.  For
           purposes  of  example  only,  if the  Rate is fixed  at  $11.02,  the
           Purchase  Price shall be reduced by One Hundred  Twenty-Two  Thousand
           Five Hundred ($122,500)  Dollars. In the event no Nonuniform Rate and
           no Rate has been

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           fixed prior to the Closing Date,  and all of the other  conditions to
           Closing have been  satisfied or waived by the party entitled to waive
           such conditions, the parties shall nevertheless close pursuant to the
           terms of this Agreement, as follows:

                                 (i) Buyer shall pay to Buyer's Escrow Agent the
                      sum of $50,000 pursuant to Section 3.1(b) and shall pay to
                      Sellers'  Escrow Agent the balance of the  Purchase  Price
                      (less (x) any credit for the Deposit [which shall continue
                      to be  held  by  Sellers'  Escrow  Agent],  (y) the sum of
                      $250,000,  which  shall be paid to  Sellers  in the manner
                      provided  in Section  3.1(c),  without  reference  to this
                      subparagraph,  and (z) any  reduction  resulting  from the
                      application  of Section 3.3(b)  following),  to be held by
                      Sellers'  Escrow Agent in accordance with the terms of the
                      Contract  Escrow  Agreement  until a Nonuniform  Rate or a
                      Rate has been fixed or as hereinafter provided.

                                 (ii) If (x) a  Nonuniform  Rate is fixed,  or a
                      Rate is fixed at $11.82  per hour or  higher,  the  entire
                      amount in escrow, together with the Deposit, shall be paid
                      to Sellers free of escrow, or (y) a Rate (if any) is fixed
                      at less than $11.82 per hour,  Sellers' Escrow Agent shall
                      pay to  Buyer an  amount  equal  to the  reduction  in the
                      Purchase Price  calculated in accordance  with the formula
                      set forth  above and shall pay to Sellers  the  balance of
                      the amount in escrow, together with the Deposit.

                                 (iii)  Notwithstanding  the  foregoing,  if  no
                      Nonuniform  Rate  or no  Rate  has  been  fixed  prior  to
                      December  31,  1997,   Seller's  Escrow  Agent  shall,  in
                      accordance   with  the  terms  of  the   Contract   Escrow
                      Agreement,  pay to Sellers out of the funds held in escrow
                      an amount that,  when added to subparagraph  (i)(y),  will
                      cause Sellers to have received  payments on account of the
                      Purchase Price to which Sellers would be entitled were the
                      Rate to be fixed at  $10.22  per  hour,  less the  $50,000
                      which has been paid to Buyer's  Escrow  Agent  pursuant to
                      Section 3.1(b).  Further, if no Nonuniform Rate or no Rate
                      has been fixed prior to March 31,  1998,  Seller's  Escrow
                      Agent shall,  in accordance with the terms of the Contract
                      Escrow  Agreement,  pay  to  Sellers  on  account  of  the
                      Purchase Price the balance of the funds it is then holding
                      in escrow.

                                 (iv)  In  the  event  that  by  virtue  of  the
                      payments set forth in  subparagraphs  (i) or (iii) of this
                      Section 3.3(a), Sellers shall receive a greater portion of
                      the  Purchase  Price than they are found to be entitled to
                      once the Rate has been fixed,  Sellers shall promptly upon
                      demand  from  Buyer pay to Buyer the  amount of any excess
                      Purchase  Price  received  by them.  To secure such prompt
                      payment,  Paul Manson and Cora Baliff,  the  principals of
                      Sellers, shall at Closing execute and deliver to Buyer the
                      Guaranty.

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                      (b) If for the Hours Measuring Period,  Sellers shall have
           averaged  4,795 or more  hours  serviced  per week in their  combined
           operations,  calculated in a manner  consistent  with Sellers'  usual
           practice,  but fewer than 5,100 hours,  the  Purchase  Price shall be
           reduced by Two Hundred  Ninety-Four and 12/100 ($294.12)  Dollars for
           each hour the average serviced hours are below 5,100. For purposes of
           example  only,  if  the  average  serviced  hours  during  the  Hours
           Measuring  Period is 4,962,  the  Purchase  Price shall be reduced by
           Forty  Thousand  Five Hundred  Eighty-Eight  and 56/100  ($40,588.56)
           Dollars. For purposes of calculating serviced hours hereunder,  there
           shall be included (x) any hours serviced  during the Hours  Measuring
           Period by aides and field personnel employed by Buyer who were on the
           date of this Agreement  employed by either of the Sellers and (y) any
           hours serviced  during the Hours  Measuring  Period (except for hours
           already  credited  pursuant to clause (x) hereof) by any  employee of
           Buyer with  respect to cases that were on the date of this  Agreement
           cases of either of the Sellers,  except that no credit shall be given
           for cases of Sellers that were removed from Sellers  during the Hours
           Measuring  Period  by the  Nassau  or  Suffolk  Department  of Social
           Services  at the  patient's  request or  otherwise  and  subsequently
           offered  to  Buyer  in  the  ordinary   rotation  of  cases  by  such
           departments.  In the event of a dispute  between Buyer and Sellers as
           to the average  serviced hours in the Hours  Measuring  Period,  such
           dispute  shall  be  submitted  to Manzi  Pino,  P.C.,  or such  other
           accounting  firm as may be mutually  agreeable  to the  parties,  for
           resolution, the decision of which firm being final and binding on the
           parties.

           3.4  Allocation  of  Purchase  Price:  The  Purchase  Price  shall be
allocated by the Buyer among the Purchased  Assets in  accordance  with Schedule
3.4 annexed hereto and made a part hereof.  Such allocation  shall be conclusive
and binding for all purposes and the parties  shall file all income or other tax
returns in a manner consistent with such allocation. 

                                   ARTICLE IV
                                    CLOSING

           4.1 Closing Date: The Closing under this  Agreement  shall take place
at the offices of Robinson Brog Leinwand  Greene  Genovese & Gluck,  P.C.,  1345
Avenue of the Americas,  New York, New York 10105,  at 10:00 A.M. not later than
ten (10) days after all Required  Consents  have been obtained in writing (or at
such  other  time or place as Buyer  and  Seller  may  mutually  agree).  At the
Closing,  Sellers shall sell, assign and transfer the Purchased Assets to Buyer,
and Buyer shall pay the Purchase Price in accordance with Section 3.1 and assume
the Assumed Liabilities.

           4.2 Sellers Closing Documents: At the Closing,  Sellers shall execute
and deliver or cause to be executed and delivered to Buyer, at Sellers' cost and
expense, the following:

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           (a) such bills of sale, assignments and other instruments of transfer
as shall be necessary or required to sell,  assign and transfer to Buyer all its
right, title and interest in and to the Purchased Assets;

           (b) a certificate of each Seller's Secretary, reasonably satisfactory
to Buyer,  including a certificate  of incumbency of all officers of each Seller
executing any documents  pursuant hereto and certifying the resolutions  adopted
by each Seller's  directors and shareholders  approving the sale of the Business
and the Purchased Assets pursuant hereto;

           (c) the certificate referred to in Section 9.1(c);

           (d) the Escrow Agreement;

           (e) the Guaranty;

           (f)  Assignment to Buyer of all right,  title and interest of Sellers
in and to all Leases included in the Purchased Assets (subject to the receipt of
the Required Consents of the landlords), assignment of security deposits made by
Sellers  pursuant  to any of the  Leases,  and  assignment  to Buyer of Sellers'
rights to all damages in respect of exercise of the powers of eminent  domain or
similar power whether received before or after the Closing;

           (g) New York State sales tax filings, if required;

           (h)  Certificate  of good  standing of each Seller from  Secretary of
State of the State of New York; and

           (i) Such other instruments of transfer, agreements,  certificates and
other documents as Buyer shall reasonably request.

           4.3 Buyer Closing Documents:  At the Closing, Buyer shall execute and
deliver to Seller or effect the following:

           (a) the checks or wire transfer as provided in Section 3.1 hereof;

           (b) A certificate of Buyer's  Secretary,  reasonably  satisfactory to
Sellers,  including  a  certificate  of  incumbency  of all  officers  of  Buyer
executing any documents  pursuant hereto and certifying the resolutions  adopted
by Buyer's  directors and  shareholders  approving the purchase of the Purchased
Assets pursuant hereto;

           (c) the Escrow Agreement;

           (d) the certificate referred to in Section 9.2(c);

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<PAGE>



           (e)  certificate  of good  standing  for Buyer from the  Secretary of
State of the State of New York;

           (f) A check,  subject  to  collection,  payable to the New York State
Sales Tax  Bureau  in the  amount of the  state  and/or  local  sales tax on the
portion,  if any, of the Purchase Price  allocated to Purchased  Assets that are
subject to sales tax; and

           (g) such other  agreements,  certificates  and  documents  as Sellers
shall reasonably request.

           4.4 Proceedings: All proceedings taken and all documents executed and
delivered  by the parties on the Closing Date shall be deemed to have been taken
and executed  simultaneously,  and no  proceeding  shall be deemed taken nor any
document  executed  or  delivered  until  all  have  been  taken,  executed  and
delivered.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

           Sellers, jointly and severally,  represent and warrant to Buyer, with
the understanding that Buyer is relying on these  representations and warranties
in entering into this Agreement, as follows:

           5.1 Organization,  Good Standing,  Capitalization and Ownership: Each
of the Sellers is a corporation  duly  organized,  validly  existing and in good
standing under the laws of the State of New York and has all requisite corporate
power and authority to own,  operate and lease its  properties and the Purchased
Assets and to carry on the Business as the same is now being conducted.  Each of
the Sellers only conducts its Business within the State of New York.

           5.2 Authority  Relative to Agreements,  etc.: Each of the Sellers has
the requisite corporate power and authority to execute,  deliver and perform its
obligations  under this Agreement and each agreement,  document,  certificate or
instrument contemplated hereby. The execution,  delivery and performance by each
Seller of this  Agreement  and each such  agreement,  document,  certificate  or
instrument,  and the  consummation of the transactions  contemplated  hereby and
thereby,  have been duly  authorized by all necessary  action on the part of the
Board of Directors and  shareholders  of each Seller and except for the Required
Consents,  (i)  do  not  require  the  consent,  waiver,  approval,  license  or
authorization of any person,  entity, or public authority,  (ii) do not violate,
with or without the giving of notice and/or the passage of time,  any law, rule,
or  regulation,  and (iii)  subject to Schedule  5.2,  will not conflict with or
result in a breach or  termination  of any provision of, or constitute a default
or give rise to a right of termination or acceleration under, or pursuant to any
corporate charter, by-law, mortgage, deed of trust, indenture, written or oral,

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or  agreement,  written  or  oral,  or  instrument,  or any  Order,  law,  rule,
regulation  or any other  restriction  of any kind or  character,  to which each
Seller is a party or by which it, the  Business or any of the  Purchased  Assets
may be bound, or result in the creation of any lien,  charge or encumbrance upon
any of the Purchased Assets or the Business in favor of any third party.

           5.3 Effect of  Agreement:  This  Agreement has been duly executed and
delivered by each Seller and constitutes,  and each other  agreement,  document,
certificate  or  instrument  contemplated  by this  Agreement  when executed and
delivered  hereunder shall constitute,  a legal, valid and binding obligation of
that Seller, enforceable against that Seller in accordance with its terms.

           5.4 Title to Assets:  Subject to the Required  Consents,  each of the
Sellers has good, valid and marketable title to its properties and assets, real,
personal  and  mixed,  that would be  included  in the  Purchased  Assets if the
Closing took place on the date hereof,  free and clear of all mortgages,  liens,
pledges,   security   interests,   charges,   claims,   restrictions  and  other
encumbrances and defects of title of any nature whatsoever.

           5.5 Contracts: Except for the Contracts and Leases, neither Seller is
a party  to or  bound  by any  written  or  oral  contracts,  leases,  licenses,
agreements,  permits, plans,  commitments or binding arrangements relating to or
affecting  the  Business or the  Purchased  Assets  which would be binding  upon
Buyer. Subject to the Required Consents,  each of the Contracts is in full force
and effect and has not been  assigned  by  Sellers,  modified,  supplemented  or
amended, and neither Sellers nor, to Sellers' knowledge,  the other party to the
Contracts, are in default under any of the Contracts.

           5.6 No Material Adverse Change:  Except as set forth in Schedule 5.6,
since November 30, 1996,  there has been no change in the business,  operations,
assets or  condition,  financial  or  otherwise,  of the  Business  from that in
existence  on such date other than changes  occurring in the ordinary  course of
business,  which  changes  have  not,  in the  aggregate,  materially  adversely
affected, and are not expected to materially adversely affect, the Business, and
no employee or group of employees  have  terminated  or noticed  termination  of
their employment,  voluntarily or  involuntarily,  which  termination(s)  would,
except to the extent such  employees  have been  engaged as  employees by Buyer,
materially reduce Sellers' workforce or result in the loss of a material part of
Sellers' Business.

           5.7 No  Outstanding  Decrees:  There are no  Orders  of any  federal,
state,  county,  municipal,  foreign  or  other  government  or  of  any  court,
department,  commission,  board, bureau, agency or other instrumentality thereof
outstanding against, or relating or applicable to either Seller or to any of its
assets,  properties  or  businesses  including  the  Purchased  Assets  and  the
Business.

                                      -12-

<PAGE>



           5.8 Compliance with Law; Permits: Sellers have not received notice of
any violation, nor to the best knowledge of Sellers are Sellers in violation of,
any  law,  statute,   ordinance,   rule,  regulation,   order,  judgment,  writ,
injunction,  decree,  registration  or permit of any  foreign,  federal,  state,
county, municipal or other government or of any court,  department,  commission,
board, bureau, agency or other instrumentality  thereof, in each case limited to
and relating to or in connection with the Purchased Assets or the Business.

           5.9 Litigation and Claims: Except as set forth on Schedule 5.9, there
is  no  action,   suit,  legal  or   administrative   proceeding,   arbitration,
investigation  or other  proceeding  or claim  pending or, to the  knowledge  of
Sellers, threatened against, or affecting Sellers or any part of the Business or
the Purchased Assets that, if adversely determined, might reasonably be expected
to have a material adverse effect on the Business,  the Purchased Assets (or the
use,  operation or value thereof),  or either  Seller's  ability to perform this
Agreement or any aspect of the transactions contemplated by this Agreement .

           5.10 Labor Matters:

           (a) Except as set forth on Schedule  5.10,  there are no unfair labor
practice,  equal  employment  opportunity  or wage and hour  complaints  against
either Seller pending or threatened in writing  before any court,  arbitrator or
the National Labor Relations Board or any other governmental or regulatory board
or agency performing functions relating to employee rights or benefits. There is
no labor strike, walkout, dispute, slowdown,  disturbance or stoppage pending or
threatened  against or involving  either Seller.  There is no pending or, to the
knowledge  of Sellers,  threatened  representation  question  or  organizational
activities concerning the employees of either Seller.

           (b) There is no collective bargaining agreement affecting Sellers and
there is no union  representing  the interests of any of the employees of either
Seller.  Except as set forth on  Schedule  5.10,  there  are no  pending  suits,
actions,  administrative  proceedings,  arbitration or other proceedings between
Sellers and any of their employees.  To the best of their  knowledge,  except as
set forth in Schedule 5.10,  Sellers have complied in all material respects with
all laws relating to the employment of labor,  including any provisions  thereof
relating  to wages,  hours,  collective  bargaining  and the  payment  of social
security and similar taxes,  and Sellers are not liable for any arrears of wages
or any taxes or penalties for failure to comply with any of the foregoing.

           5.11 Compliance with ERISA; Pension and Benefit Plans: Neither Seller
maintains,  or makes  contributions  to, or has in the past  maintained  or made
contribution to, any Plan.

           5.12 Taxes:  Each Seller has duly and timely  (after giving effect to
all  appropriate  extensions)  filed or caused to be filed all  federal,  state,
county, municipal,

                                      -13-

<PAGE>



foreign  and  other  income,   franchise,   excise,   sales,  use,  withholding,
unemployment and other tax returns and reports required to be filed by it. There
are no unpaid Taxes and there are no known or proposed deficiency assessments in
respect of any federal,  state,  county,  municipal or other tax return filed by
Sellers that might adversely  affect the Purchased  Assets or the Business.  All
monies  required to be  withheld by Sellers  from  employees  for income  taxes,
social  security  and  unemployment  insurance  taxes  have  been  collected  or
withheld,  and either paid to the respective  governmental agencies or set aside
in accounts for such purpose, or accrued, reserved against, and entered upon the
books of Sellers in the ordinary  course of the Business in accordance with Past
Practice.

           5.13 Insurance:  Set forth on Schedule 5.13 is a list of all policies
of  liability,  fire,  workers'  compensation,  and  other  forms  of  insurance
(including  self-insurance) owned or held by, or relating to, Sellers. There are
no pending  material  liability or casualty  claims by or against  Sellers,  the
Purchased Assets or the Business not covered under any such policy.  To the best
of Sellers'  knowledge,  they are not in default with  respect to any  provision
contained in any insurance  policy,  nor have Sellers  failed to give any notice
regarding or present any pending or threatened  claim under any insurance policy
in due and timely fashion.

           5.14 No Third Party Options:  There are no existing options or rights
held by or in favor of any  person  or entity to  acquire  any of the  Purchased
Assets or the Business or any interest therein.

           5.15 Books of Account:  The books,  records  and  accounts of Sellers
maintained  with  respect to the  Business,  accurately  and fairly  reflect the
transactions, assets and liabilities of each Seller with respect to the Business
in all material respects.

           5.16 Condition of Tangible Assets:  The Fixed Assets are in operating
condition and repair,  subject to normal wear, tear and maintenance,  are usable
in the regular and  ordinary  course of business  and conform to all  applicable
laws, rules and regulations relating to their construction, use and operation.

           5.17 Real Property:

           (a) All real property and improvements located on the premises leased
to Sellers and  included in the Leases are set forth on  Schedule  2.1(a).  With
respect to each rental  property leased to or occupied by Sellers and identified
on Schedule 2.1(a):

                      (i) Sellers  have,  prior to execution of this  Agreement,
           delivered  to Buyer a true and  complete  copy of  every  Lease  with
           respect to which either  Seller is a tenant,  sublessor or subtenant;
           and


                                      -14-

<PAGE>



                      (ii) each  Lease is in full  force and  effect and has not
           been  assigned  by  the  Seller/Tenant,   modified,  supplemented  or
           amended,  and neither  Seller/Tenant  nor the landlord under any such
           lease is in default under any of the Leases,  and no circumstances or
           state of facts exists  that,  with the giving of notice or passage of
           time, or both, would permit the landlord under any Lease to terminate
           the Lease.

           (b) The water,  electric,  gas and sewer utility  services  currently
available  to Sellers  under the Leases are  adequate for the present use of the
Leases by Sellers in conducting the Business.

           (c) Neither Seller has received a notice,  oral or written,  from any
insurance  carrier of such Seller of fire  hazards  with respect to the premises
covered by the Leases.

           (d) Neither Seller has received a notice,  oral or written,  that any
governmental  body has  commenced  or intends to  exercise  the power of eminent
domain or a similar power with respect to all or any part of the property leased
to Sellers included in the Purchased Assets.

           (e) To the best of  Sellers'  knowledge,  the Leases and the  present
uses  thereof  comply  with  the  regulations  of  governmental   bodies  having
jurisdiction  over the  relevant  property,  and neither  Seller has  received a
notice,  oral or  written,  from any  governmental  body that the  Leases or any
improvements  erected or situate on the leased  property,  or the uses conducted
thereon or therein,  violate any  regulations  of any  governmental  body having
jurisdiction over the Leases.

           (f) The  improvements  located on the premises  subject to the Leases
are in good  condition and Sellers have no knowledge  that such premises are not
structurally  sound or that the mechanical and other systems located therein are
not in  operating  condition or that any  condition  exists  requiring  material
repairs, alterations or corrections.

           5.18  Employees:  There  are,  and  at  Closing  there  will  be,  no
liabilities,  claims or  obligations  to or by former or  current  employees  of
Sellers,  including without limitation any severance obligations and liabilities
of Sellers in  connection  with any  retirement  or pension  program,  any other
employee benefit plans or collective  bargaining,  labor or employment agreement
or other similar  arrangement  or  obligations in respect of employee or retiree
health benefits or health care plans and insurance that will become  liabilities
or  obligations  of  Buyer  after  Closing;  or  any  liability  arising  out of
employment actions taken or not taken by Sellers prior to Closing, including but
not  limited to offers of  employment,  liability  under  Title VII of the Civil
Rights Act of 1964,  the Age  Discrimination  in Employment  Act, any state fair
employment statute, any unemployment or workers'

                                      -15-

<PAGE>



compensation  statute,  or any  statutory or common law theory of liability  for
alleged wrongful termination, failure to hire, promote, transfer, or provide any
other incident of employment.

           5.19  Regulatory  Audits:  Since January 1, 1992,  neither Seller has
been  compliance  audited or examined by any  federal,  state,  local or private
payor  representatives,  except  for those  examinations  the  reports  of which
Sellers have previously delivered to Buyer for review.

           5.20  Disclosure:  To the best  knowledge  of Sellers,  neither  this
Agreement,  nor any certificate,  exhibit,  schedule,  list or other document or
data  furnished or to be furnished to Buyer by or on behalf of Sellers  pursuant
to or in  connection  with  the  negotiation,  execution  and  delivery  of this
Agreement  and  transactions  contemplated  by this  Agreement  contains or will
contain any untrue  statement  of any  material  fact,  or omits or will omit to
state a material fact (i) necessary to make the statements herein or therein not
misleading, or (ii) necessary in order to provide Buyer with materially accurate
and  substantially  complete  information  with  respect to the matters  covered
thereby.

                                   ARTICLE VI
                               REPRESENTATIONS AND
                               WARRANTIES OF BUYER

           Buyer hereby represents and warrants to Sellers as follows:

           6.1  Organization  and Good  Standing:  Buyer is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New  York,  has all  requisite  corporate  power to own,  operate  and lease its
properties and carry on its business as the same is now being conducted.

           6.2 Corporate Authority:  Buyer has all requisite corporate power and
authority to execute,  deliver and perform its obligations under this Agreement,
and each agreement,  document or instrument required to be delivered hereby. The
execution,  delivery and the  performance by Buyer of this  Agreement,  and each
such agreement, document or instrument, and the consummation of the transactions
contemplated  hereby and thereby,  have been authorized by all necessary  action
and except for the Required  Consents,  (i) do not require the consent,  waiver,
approval,  license or authorization of any person,  entity, or public authority,
(ii) do not violate,  with or without the giving of notice and/or the passage of
time,  any  provision of law,  and (iii) will not  conflict  with or result in a
breach or  termination of any provision of, or constitute a default or give rise
to a right of termination or acceleration under, any corporate charter,  by-law,
mortgage,  deed of trust,  indenture  or other  agreement or  instrument  or any
order,  judgment,  decree,  statute,  regulation or any other restriction of any
kind or  character,  to which  Buyer is a party or by which any of its assets or
properties

                                      -16-

<PAGE>



may be bound, or result in the creation of any lien,  charge or encumbrance upon
any of the properties or assets of Buyer.

           6.3 Effect of Agreement,  etc.: This Agreement has been duly executed
and delivered by Buyer and constitutes,  and each other document contemplated by
this  Agreement  when executed and delivered in accordance  with the  provisions
hereof  shall  constitute,  a legal,  valid  and  binding  obligation  of Buyer,
enforceable against it in accordance with its terms.

           6.4 No  Outstanding  Decrees:  There are no  Orders  of any  federal,
state,  county,  municipal,  foreign  or  other  government  or  of  any  court,
department,  commission,  board, bureau, agency or other instrumentality thereof
outstanding against, or relating or applicable to Buyer or to any of its assets,
properties or business.

           6.5 Compliance  with Law;  Permits:  Buyer has not received notice of
any violation,  nor to the best knowledge of Buyer is Buyer in violation of, any
law, statute,  ordinance,  rule, regulation,  order, judgment, writ, injunction,
decree, registration or permit of any foreign, federal, state, county, municipal
or other  government or of any court,  department,  commission,  board,  bureau,
agency or other instrumentality thereof, in each case limited to and relating to
or in connection with its assets, properties or business.

           6.6  Litigation  and  Claims:  There  is no  action,  suit,  legal or
administrative  proceeding,  arbitration,  investigation  or other proceeding or
claim pending or, to the knowledge of Buyer,  threatened  against,  or affecting
Buyer that,  if adversely  determined,  might  reasonably  be expected to have a
material  adverse  effect on Buyer's  ability to perform  this  Agreement or any
aspect of the transactions contemplated by this Agreement.

           6.7  Disclosure:  To  the  best  knowledge  of  Buyer,  neither  this
Agreement,  nor any certificate,  exhibit,  schedule,  list or other document or
data  furnished or to be furnished to Sellers by or on behalf of Buyer  pursuant
to or in  connection  with  the  negotiation,  execution  and  delivery  of this
Agreement  and  transactions  contemplated  by this  Agreement  contains or will
contain any untrue  statement  of any  material  fact,  or omits or will omit to
state a material fact (i) necessary to make the statements herein or therein not
misleading,  or (ii)  necessary  in order to  provide  Sellers  with  materially
accurate  and  substantially  complete  information  with respect to the matters
covered thereby.

                                   ARTICLE VII
                               COVENANTS OF SELLER

           Seller covenants and agrees as follows:


                                      -17-

<PAGE>



           7.1 Actions Pending the Closing: With respect to the operation of the
Business and the ownership of the Purchased  Assets  between the signing of this
Agreement and until the Closing:

           (a) Each  Seller  shall keep its  corporate  franchise  and all other
franchises  and rights in full force and effect and shall not  acquire any stock
or business or assets of any other person, corporation or entity;

           (b) Each  Seller  shall  use its best  efforts  to keep the  Business
intact and to preserve  and  maintain  the  Purchased  Assets and  preserve  the
goodwill of its patients, suppliers, referral sources and third party payors;

           (c) Each Seller  shall  conduct the  Business  and use the  Purchased
Assets only in the  ordinary and usual  course and in a manner  consistent  with
Past Practice;

           (d) Except to the extent  consistent  with  prior  practice,  neither
Seller shall increase the  compensation or rate of  compensation  payable to any
field personnel nor shall any bonus or other extraordinary  compensation be paid
to any such person;

           (e) Sellers shall not enter into,  create or assume any  indebtedness
for  borrowed  money or  create  any lien,  encumbrance,  mortgage  or  security
interest in any of their properties or assets, or assume,  guaranty,  endorse or
otherwise  become liable with respect to the  obligations of any other person or
entity;

           (f) Sellers  shall  continue to maintain in full force and effect all
policies of  insurance  described  on Schedule  5.13 or  comparable  replacement
insurance;

           (g) Sellers  shall not amend or enter into any  contract,  agreement,
lease,  plan or other instrument or commitment to which either Seller is a party
which would be binding on Buyer except in the ordinary  course of the  Business,
and Sellers shall not enter into any  long-term  commitment to purchase or lease
any capital assets which would be binding on Buyer;

           (h) Neither Seller shall enter into any transaction or take any other
action that, if effected or taken prior to the date hereof,  would  constitute a
breach of the representations, warranties or agreements set forth herein; and

           (i) If Sellers become aware of same,  Sellers shall  promptly  notify
Buyer of the existence of any condition or event that would  constitute a breach
of the representations and warranties hereunder.


                                      -18-

<PAGE>



           7.2 Compliance with  Conditions:  Sellers shall use their  reasonable
efforts in good faith to cause the  Closing to be  consummated  and to cause the
execution and delivery of the documents referred to in Section 4.2 hereof and to
bring about the  satisfaction  of the conditions to the obligations of Buyer set
forth in Section 9.1,  provided  that Sellers shall not be required to incur any
significant  or  extraordinary  expense or commence any  litigation  in order to
satisfy such conditions, it being specifically understood that Sellers shall not
be required  to make any  payments  to any  landlord  to obtain said  landlord's
consent to an assignment of lease.

           7.3  Access:  Buyer  acknowledges  that each  Seller  has  caused its
officers,  directors,  employees  and agents to give to Buyer and its  officers,
employees and counsel reasonable access to the facilities,  assets,  properties,
books of account, leases, agreements, records and personnel of the Business, and
to furnish to Buyer or its representatives  certain  information  concerning the
Business as Buyer has requested in connection  with its due  diligence.  Pending
the Closing and  thereafter,  Sellers shall  continue to provide Buyer with such
information and data in Sellers' possession as Buyer may reasonably request.

           7.4 Cessation of Operations:  Commencing on the Closing Date, Sellers
shall suspend all of their business  operations and shall diligently  proceed to
lay off all of their field  personnel,  cease  providing any and all services to
their  patients,  and surrender their home care licenses under Article 36 of the
New York State Public Health Law pursuant to the Discharge Plan.

                                  ARTICLE VIII
                               COVENANTS OF BUYER

           Buyer covenants and agrees as follows:

           8.1  Compliance  with  Conditions:  Buyer  shall  use its  reasonable
efforts in good faith to cause the  Closing to be  consummated  and to cause the
execution and delivery of the documents referred to in Section 4.3 hereof and to
bring about the satisfaction of the conditions of the obligations of Sellers set
forth in Section  9.2,  provided  that Buyer  shall not be required to incur any
significant  or  extraordinary  expense or commence any  litigation  in order to
satisfy such conditions,  it being specifically  understood that Buyer shall not
be required  to make any  payments  to any  landlord  to obtain said  landlord's
consent to an assignment of lease.

           8.2 No  Solicitation:  During the period  between the date hereof and
the Closing,  Buyer shall not initiate or seek contact with any of Sellers' home
health care aides,  Sellers'  other  employees  or any patients (or their family
members)  serviced  by  Sellers;  nor  shall  Buyer  (i)  directly  solicit  for
employment  any of either  Seller's  officers,  directors,  employees or agents,
including Sellers' field personnel or (ii) seek to obtain any of the

                                      -19-

<PAGE>



patients   serviced   by  Sellers  or  their   cases,   in  whole  or  in  part.
Notwithstanding the foregoing, Buyer may during such period engage any personnel
who are on the date  hereof  employees  of  Sellers  who may  respond to Buyer's
newspaper  advertisements  or who may voluntarily seek employment with Buyer and
may accept patient cases offered to it by the  Department of Social  Services or
otherwise coming available through the voluntary actions of the subject patient.

           8.3 Post-Closing Access: After the Closing, for a period of seven (7)
years from the Closing Date,  Buyer (and any successors or assigns) shall retain
and make available to Sellers for any lawful purpose, upon reasonable notice and
at  reasonable  times,  those books and  records of the  Business  delivered  by
Sellers to Buyer as provided herein with respect to periods prior to the Closing
and to actions and events after the Closing to the extent they relate to periods
prior to the Closing, provided that such seven year period shall be extended for
as long as is reasonably necessary to enable Sellers or their representatives to
conduct or maintain any actions or suits accruing on or before the Closing Date,
with respect to the specific categories of documents that Sellers notified Buyer
are germane to such actions or suits.

           8.4  Maintenance  of Records:  Buyer (and any  successors or assigns)
shall  maintain in their  current  condition  all patient  records  delivered by
Sellers to Buyer for a period  commencing  on the  Closing  Date and  continuing
until the later to occur of (i) seven (7) years after the date of the last entry
in the medical  record or (ii) one (1) year after any patient or former  patient
who was a minor on the Closing  Date reaches his or her  majority,  or (iii) any
time period  required by  applicable  law,  or  Federal,  state or local  agency
regulation,  provided  that any such period  shall be extended for as long as is
reasonably  necessary to enable Sellers or their  representatives  to conduct or
maintain any actions or suits  accruing on or before the Closing  Date. If Buyer
ceases to conduct  operations prior to the end of such seven year period,  Buyer
shall give Sellers sixty (60) days' prior written  notice and an  opportunity to
accept from Buyer a transfer of such patient records from Buyer,  and if Sellers
elect not to accept such patient records, Buyer's obligations under this Section
8.3 shall cease.  This  covenant  shall be contained in any  subsequent  sale or
transfer of the Business by Buyer.

                                   ARTICLE IX
                  CONDITIONS TO THE OBLIGATIONS OF THE PARTIES

           9.1 Conditions to the Obligations of Buyer:  The obligations of Buyer
hereunder shall be subject,  to the extent not waived by Buyer, to the following
conditions:

           (a) The  representations  and  warranties of Sellers set forth herein
shall be true and correct in all material  respects as of the date when made and
shall be deemed to be made again at and as of the time of the  Closing and shall
then be true and correct, provided,

                                      -20-

<PAGE>



however,  that for purposes of this condition,  any  representation  or warranty
that is by its terms  limited to the knowledge of Sellers shall not be deemed so
limited.

           (b) Each Seller shall have  performed and complied with all covenants
required by this Agreement to be performed or complied with by it prior to or at
the Closing.

           (c) Each Seller shall deliver to Buyer a certificate, dated as of the
Closing Date, signed by the Chief Executive  Officer of such Seller,  certifying
to  the   fulfillment  as  to  such  Seller  of  the  conditions   specified  in
subparagraphs (a) and (b) hereof.

           (d)  All  corporate  action  required  to  be  taken  by  Sellers  in
connection with the transactions  contemplated by this Agreement shall have been
taken,  all  documents  incident  thereto shall be  reasonably  satisfactory  in
substance and form to Buyer,  and Buyer shall have  received  such  originals or
copies of such documents as it may reasonably request.

           (e) No order of any court or  governmental  agency shall be in effect
that restrains or prohibits the consummation of the transactions contemplated by
this Agreement,  or that would limit or adversely affect the ability of Buyer to
own or control the Purchased Assets or to operate the Business,  nor shall there
be pending or  threatened  in writing any action or  proceeding by or before any
such court or  governmental  agency  seeking to prohibit or delay or challenging
the  validity  of  this  Agreement  or the  transactions  contemplated  by  this
Agreement.

           (f) No suit,  action,  investigation,  inquiry or  proceeding  by any
person or entity or by any  governmental  body or other legal or  administrative
proceedings  shall have been  instituted that questions the validity or legality
of this Agreement, the consummation of the transactions contemplated hereby, the
sale of the Business and the Purchased Assets by the Seller, or the operation of
the Business by Buyer.

           (g) There shall have been no material adverse change in the nature of
Sellers'  Business or in the  workforce  of home health  aides  between the date
hereof and the Closing Date. Specifically,  but not by way of limitation of this
provision,  it shall be deemed a material change in Sellers' business if for the
four weeks  immediately  prior to the Closing Date,  Sellers have averaged fewer
than 4,795 serviced hours in their combined  operations,  calculated in a manner
consistent with Sellers' usual practice.

           (h) Buyer  shall have  received  the  consent of the  landlord to the
assignment  to Buyer of the Lease for the space  located at 50  Clinton  Street,
Hempstead, New York together with the landlord's estoppel letter concerning Home
Health, or Sellers shall have waived Buyer's obligations to assume the Lease (in
which event Buyer shall not have the right to occupy such premises).


                                      -21-

<PAGE>



           (i) Buyer  shall have  received  the  consent of the  landlord to the
assignment to Buyer of the Lease for the space located at 1787 Veterans Highway,
Islandia,  New York together with the landlord's estoppel letter concerning HHA,
or Sellers shall have waived  Buyer's  obligations to assume the Lease (in which
event Buyer shall not have the right to occupy such premises).

           (j) Sellers' Closing  documents  described in Section 4.2 hereof in a
form reasonably satisfactory to Buyer shall have been executed and delivered.

           (k) Buyer shall have received all the Required Consents  necessary to
be received by Buyer and Sellers  shall  concurrent  with the Closing  surrender
their home care  licenses  under  Article 36 of the New York State Public Health
Law.  All  parties  hereto  represent  each knows of no reason why the  Required
Consents  should  not be issued  and all  parties  shall  diligently  pursue the
Required  Consents.  Each party  agrees to assist the other from time to time in
complying with  reasonable  requests for such  information as may be required to
obtain the Required Consents.

           9.2 Conditions to the Obligations of Sellers:  All the obligations of
Sellers hereunder shall be subject,  to the extent not waived by Sellers, to the
following conditions:

           (a) All  representations  and  warranties of Buyer  contained in this
Agreement  shall be true and  accurate in all  material  respects as of the date
when  made and shall be deemed  to be made  again at and as of the  Closing  and
shall then be true and accurate in all material respects.

           (b) Buyer  shall  have  performed  and  complied  with all  covenants
required by this Agreement to be performed or complied with by it prior to or at
the Closing.

           (c) Buyer  shall  deliver to Sellers a  certificate,  dated as of the
Closing Date, signed by the Chief Executive Officer of Buyer,  certifying to the
fulfillment of the conditions specified in subparagraphs (a) and (b) hereof.

           (d) All corporate  action required to be taken by Buyer in connection
with the transactions  contemplated by this Agreement shall have been taken, all
documents  incident  thereto shall be reasonably  satisfactory  in substance and
form to Sellers,  and Sellers shall have  received  such  originals or copies of
such documents as they may reasonably request.

           (e) No order of any court or  governmental  agency shall be in effect
that restrains or prohibits the consummation of the transactions contemplated by
this Agreement,  or that would limit or adversely affect the ability of Buyer to
own or control the Purchased Assets or to operate the Business,  nor shall there
be pending or threatened in writing any

                                      -22-

<PAGE>



action or proceeding by or before any such court or governmental  agency seeking
to prohibit  or delay or  challenging  the  validity  of this  Agreement  or the
transactions contemplated by this Agreement.

           (f) Buyer's  Closing  documents  described in Section 4.3 hereof in a
form reasonably satisfactory to Sellers shall have been executed and delivered.

           (g) No suit,  action,  investigation,  inquiry or  proceeding  by any
person or entity or by any  governmental  body or other legal or  administrative
proceedings  shall have been  instituted that questions the validity or legality
of this Agreement, the consummation of the transactions  contemplated hereby, or
the operation of the Business by Buyer.

           (h) Sellers shall have received all the Required  Consents  necessary
to be received by Sellers.

                                    ARTICLE X
                         SURVIVAL OF REPRESENTATIONS AND
                      WARRANTIES; DAMAGES; INDEMNIFICATION

           10.1 General  Survival:  Notwithstanding  any  investigation or audit
conducted before or after the Closing Date, each party shall be entitled to rely
upon  the  representations  and  warranties  in  this  Agreement  to the  extent
hereinafter  set forth.  The parties hereto agree that the  representations  and
warranties  of the parties  contained in this  Agreement  shall  survive for the
period  of  time  represented  by  three  months  following  the  expiration  of
applicable  statute of limitations to claims asserted by a party concerning such
matters.

           10.2 Indemnification by Sellers:

           (a) Sellers  hereby,  jointly and severally,  covenant and agree with
Buyer that they shall indemnify Buyer and its directors and officers and each of
their  successors  and  assigns,  and the  directors  and  officers  of any such
successors and assigns,  and hold them harmless from,  against and in respect of
any Indemnifiable Claims incurred by any of them arising out of:

                      (i) the  operation  of the  Business  prior to the Closing
           Date and the  liabilities  of  Sellers,  whether  accrued,  absolute,
           contingent  or  otherwise,  to the extent not included in the Assumed
           Liabilities;

                      (ii)  any  breach  of  any  of  the   representations  and
           warranties of Sellers that survive  Closing  pursuant to Section 10.1
           to the extent and for the period of such survival, provided, however,
           that for purposes of this

                                      -23-

<PAGE>



           indemnity,  any  representation  or  warranty  that  is by its  terms
           limited to the  knowledge  of Sellers  shall not be deemed so limited
           and provided further, that Buyer shall be entitled to indemnity under
           this  Section  10.2(a)(ii)  only if and to the extent  that  Sellers'
           breach of any  representation  or warranty results in monetary damage
           to Buyer;

                      (iii)  Buyer's  waiver  of  Sellers'  compliance  with any
           applicable Bulk Sales Law; and

                      (iv) any action, suit, proceeding, compromise, settlement,
           assessment or judgment relating to any Indemnifiable Claim.

           (b) If, by reason of the assertion of an  Indemnifiable  Claim by any
third party, a lien, attachment,  garnishment or execution is placed upon any of
the  property  or assets of an  Indemnified  Party,  Sellers  shall  furnish  an
indemnity  bond so as to obtain  the prompt  release  of such lien,  attachment,
garnishment  or  execution.  Buyer  shall  notify  Sellers of any  Indemnifiable
Claims, promptly after Buyer becomes aware of any such Claims. If any Claims are
litigated,  arbitrated,  settled  or  reduced  to final  judgment  and  Buyer is
reimbursed  by a third party for any costs  advanced by Seller  pursuant to this
Section 10.2,  Buyer shall return such sums to Sellers together with interest to
the extent Buyer received interest on such sums.

           10.3 Indemnification by Buyer.

           (a) Buyer  hereby  covenants  and agrees with  Sellers  that it shall
indemnify Sellers and their respective  directors and officers and each of their
successors and assigns and the directors and officers of any such successors and
assigns,   and  hold  them  harmless  from,   against  and  in  respect  of  any
Indemnifiable Claim arising out of:

                      (i) the  operation  of the Business on and  following  the
           Closing Date and the liabilities of Buyer, whether accrued, absolute,
           contingent or otherwise;

                      (ii)  any  breach  of  any  of  the   representations  and
           warranties of Buyer that survive Closing  pursuant to Section 10.1 to
           the  extent  and for the  period of such  survival,  provided  that a
           Seller shall be entitled to indemnity under this Section  10.3(a)(ii)
           only if and to the extent that Buyer's  breach of any  representation
           or warranty results in monetary damage to that Seller;

                      (iii) the breach or  cancellation  of any  Contract or the
           payment,  settlement  or  other  disposition  of any  of the  Assumed
           Liabilities; and

                                      -24-

<PAGE>



                      (iv) any action, suit, proceeding, compromise, settlement,
           assessment or judgment relating to any Indemnifiable Claim.

           (b) If, by reason of the assertion of an  Indemnifiable  Claim by any
third party, a lien, attachment,  garnishment or execution is placed upon any of
the property or assets of an Indemnified Party, Buyer shall furnish an indemnity
bond so as to obtain the prompt release of such lien, attachment, garnishment or
execution.  Sellers  shall notify Buyer of any  Indemnifiable  Claims,  promptly
after Sellers  become aware of any such Claims,  which could be made pursuant to
this Section 10.3. If any Claims are litigated,  arbitrated,  settled or reduced
to final judgment and either Seller is reimbursed by a third party for any costs
advanced by Buyer  pursuant to this Section 10.3,  such Seller shall return such
sums to Buyer together with interest to the extent such Seller received interest
on such sums.

           10.4  Right  to  Defend,   Etc.  If  the  facts  giving  rise  to  an
Indemnifiable Claim pursuant to Section 10.2 or 10.3 involve any actual Claim or
demand by any third party against an Indemnified  Party, the Indemnifying  Party
shall be entitled to notice of and be entitled  (without  prejudice to the right
of any  Indemnified  Party to participate at its expense  through counsel of its
own  choosing)  to defend or  prosecute  such Claim at its  expense  and through
counsel of its own choosing,  which counsel shall be reasonably  satisfactory to
the  Indemnified  Party, if it gives written notice of its intention to do so to
the  Indemnified  Party;  provided  that if the  defendants  in any action shall
include both an Indemnified Party and an Indemnifying  Party and the Indemnified
Party shall have reasonably concluded,  after consultation with the Indemnifying
Party,  that  counsel  selected  by the  Indemnifying  Party has a  conflict  of
interest  because of the  availability of different or additional legal defenses
to the Indemnified  Party, the Indemnified  Party shall have the right to select
separate counsel to participate in the defense of such action on its behalf,  at
the expense of the Indemnifying Party. All notices under this Section 10.4 shall
be given prior to the time by which the  interests of the party or parties to be
notified  will be  materially  prejudiced  as a result  of the  failure  to have
received  such  notice.  Such  Indemnified  Party shall  cooperate  fully in the
defense of such Claim and shall make available to the Indemnifying Party, as the
case may be, all pertinent  information under its control relating thereto,  but
shall be entitled to be reimbursed, as provided in Section 10.2 or 10.3, for all
costs and expenses incurred by it in connection therewith.

           10.5 Non-Waiver:  Failure of an Indemnified  Party to give reasonably
prompt  notice of any Claim or Claims  shall  not  release,  waive or  otherwise
affect an Indemnifying  Party's  obligations  with respect thereto except to the
extent that the Indemnifying  Party can demonstrate actual loss and prejudice as
a result of such  failure or that the failure to give notice by the  Indemnified
Party was intentional.

           10.6 Payment of Claim:  Upon the  determination  of the  liability of
Sellers or Buyer under  Section 10.2 or 10.3,  as the case may be, after payment
by the Indemnified

                                      -25-

<PAGE>



Party of, or upon entry of final judgment or reaching of a settlement in respect
of, an Indemnifiable Claim, or determination of the Loss of Indemnified Party of
the Loss  occasioned  by the  breach of a  representation  and  warranty  by the
Indemnifying   Party,  and  notice  thereof  to  the  Indemnifying   Party,  the
Indemnifying  Party shall within  thirty (30) days after  receipt of such notice
pay to the Indemnified Party the amount of the payment, judgment,  settlement or
Loss,  as the case may be,  or,  if the  Indemnified  Party has not yet paid the
Indemnifiable  Claim to any third party giving rise  thereto,  pay the amount of
the Indemnifiable Claim thus determined directly to such third party.

           10.7 Other  Rights and  Remedies Not  Affected:  The  indemnification
rights of the parties under this Article X are independent of and in addition to
such  rights  and  remedies  as the  parties  may  have at law or in  equity  or
otherwise  for any  misrepresentation,  breach of warranty or failure to fulfill
any agreement or covenant  hereunder on the part of any party hereto,  including
without  limitation  the  right  to seek  specific  performance,  rescission  or
restitution,  none of which rights or remedies  shall be affected or  diminished
hereby; and the Deposit is not intended to be the full measure of any damages to
which Sellers may be entitled in the event of a default by Buyer,  provided that
in the event  Buyer shall be held  liable to Sellers  for  damages,  Buyer shall
receive a credit  against  such  damages  in the event  the  Deposit  is paid to
Sellers.

                                   ARTICLE XI
                            POST-CLOSING OBLIGATIONS

           11.1 Further  Assurances:  If, at any time after the Closing,  either
party shall  consider or be advised that any further  assignments,  conveyances,
certificates,  filings,  instruments  or  documents  or  any  other  things  are
necessary  or  desirable  to vest,  perfect  or  confirm  in Buyer  title to the
Purchased Assets, or to consummate any of the transactions  contemplated by this
Agreement,  the other party shall,  upon request and at the  requesting  party's
expense,  promptly  execute  and deliver  all such  proper  deeds,  assignments,
certificates,  filings,  instruments and documents and do all things  reasonably
necessary and proper to vest, perfect or confirm title in Buyer and to otherwise
carry out the purposes of this Agreement.

           11.2 Transfer of Funds:  Buyer shall promptly transfer to Home Health
or HHA, as  appropriate,  any sums received by Buyer after Closing  (whether the
result  of  inadvertent  or  erroneous   collections  of  accounts   receivable,
retroactive  increases  in  rates  payable  to  Sellers  prior  to  Closing,  or
otherwise) that are properly payable to the Sellers.

           11.3 Restrictive  Covenant:  In further consideration of the Purchase
Price,  after the  Closing,  Paul  Manson and Cora  Baliff,  the  principals  of
Sellers, shall not


                                      -26-

<PAGE>



           (a)  for  five  (5)  years  after  the  Closing  Date,   directly  or
indirectly, as principal, agent, partner or consultant or in any other capacity,
or through any affiliated entity over which they have control or with which they
are  associated in any way,  engage,  within the New York State  counties of New
York,  Bronx,  Kings,  Queens,  Staten  Island,  Nassau,  Suffolk,  Westchester,
Rockland,  Duchess,  Putnam,  Sullivan,  Ulster and Orange,  in any  business or
venture that offers home health care services.  For purposes of this  paragraph,
direct or indirect ownership by Paul Manson and Cora Baliff of securities in the
aggregate  not in excess of 2% of any class of  securities  of a public  company
shall not be considered competition with Buyer;

           (b)  solicit  for  themselves  or any  person  other  than  Buyer the
business of any person that is a referral source, customer, patient or client of
Sellers, or was Sellers' referral source, customer, patient or client within two
years prior to the Closing Date;

           (c) persuade or attempt to persuade any employee of either  Seller or
any  individual  who was  Sellers'  employee  during the two years  prior to the
Closing Date, to leave the employ of Buyer; or

           (d) recognizing that Sellers' information  regarding the property and
business  of  Sellers'  past  and  present  clients,  patients,   customers  and
contracting  parties  ("Confidential  Information")  are  valuable,  special and
unique  assets of  Sellers,  use for their own benefit or for the benefit of any
other employer or other person or disclose to any business,  firm,  corporation,
association,  venture  or other  entity or  person  for any  reason  or  purpose
whatsoever Sellers' Confidential Information or any part thereof.

           (e) Paul  Manson  and Cora  Baliff  acknowledge  and  agree  that the
covenants and  undertakings  contained in this Agreement  relate to matters that
are of a special, unique and extraordinary character and that a violation of any
of the terms of this  Section  11.2 will cause  irreparable  injury to Buyer and
that the amount of such injury will be difficult, if not impossible, to estimate
or  determine  and  cannot  be  adequately   compensated  by  monetary  damages.
Therefore,  they agree that Buyer  shall be  entitled,  in addition to all other
rights and remedies  available  under this  Agreement and  applicable  law, as a
matter of course, to an injunction,  restraining order or other equitable relief
from  any  court  of  competent  jurisdiction,   restraining  any  violation  or
threatened  violation of any of such terms by Paul Manson and Cora Baliff and by
such other persons as the court shall order.

                                   ARTICLE XII
                                  MISCELLANEOUS

           12.1  Termination  of Agreement:  This Agreement may be terminated by
Sellers (but only acting  jointly) or Buyer by delivering  written notice to the
other at any time prior to the Closing Date:

                                      -27-

<PAGE>



           (a) by the mutual written consent of all the parties hereto; or

           (b) by Sellers  if there has been a  material  breach by Buyer of any
representation,  warranty,  covenant  or  agreement  contained  herein or if any
condition  contained  in  this  Agreement  that  must  be met by  Buyer  becomes
impossible to fulfill; or

           (c) by Buyer if there has been a  material  breach by  Sellers of any
representation,  warranty or  agreement  or if any  condition  contained in this
Agreement that must be met by Sellers becomes impossible to fulfill;

           (d) by either  party if with respect to items 1 through 4 of Schedule
5.2, any of the applicable  governmental  agencies has formally rejected Buyer's
application for a Required Consent; or

           (e) by either party if the Required  Consents  have not been received
on or before July 1, 1998.

           12.2  Termination  Liabilities:   In  the  event  this  Agreement  is
terminated  pursuant  to Section  12.1  above,  no party  hereto  shall have any
liability  to any other  party  hereto for  costs,  expenses,  damages,  loss of
anticipated profits or otherwise;  provided,  that if termination occurs because
of any  misrepresentation  or breach of warranty herein by a party hereto,  such
termination  shall not  preclude any rights that the other party hereto may have
against such party for costs, expenses,  damages, loss of anticipated profits or
otherwise on account of such party's misrepresentation or breach.

           12.3 Bulk  Transfer Law:  Buyer hereby  waives  compliance by Sellers
with the  provisions of any so-called bulk transfer law of any  jurisdiction  in
connection  with the sale of the Purchased  Assets to Buyer  hereunder.  Nothing
herein contained shall be deemed to imply that any of the parties hereto asserts
that any so-called bulk transfer law in fact applies to the within transaction.

           12.4 Waivers and Amendments:

           (a) This Agreement may be amended, modified or supplemented only by a
written  instrument  executed  by the parties  hereto.  The  provisions  of this
Agreement may be waived only by an  instrument in writing  executed by the party
granting the waiver. The waiver by any party hereto of a breach of any provision
of this  Agreement  shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach.

           (b) No failure on the part of any party to exercise,  and no delay in
exercising,  any  right,  power or remedy  hereunder  shall  operate as a waiver
thereof, nor shall

                                      -28-

<PAGE>



any  single or partial  exercise  of such  right,  power or remedy by such party
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power or remedy.  All  remedies  hereunder  are  cumulative  and are not
exclusive of any other remedies provided by law.

           12.5 Fees and  Expenses:  Except as otherwise  expressly  provided in
this  Agreement,  Buyer  shall be  responsible  for all its  fees  and  expenses
incurred in connection  with this  transaction,  and Seller shall be responsible
for all its fees and  expenses  incurred in  connection  with this  transaction.
Buyer shall at the Closing pay to Sellers,  in addition to the  Purchase  Price,
the New York State and applicable local sales tax, if any, on the portion of the
Purchase Price allocated to the Fixed Assets.

           12.6 Attorneys'  Fees: In the event of any litigation  concerning any
controversy,  claim or dispute  between the parties  hereto arising out of or in
relation to this Agreement,  or the breach hereof, or the interpretation hereof,
the  prevailing  party  shall be  entitled  to  recover  from the  losing  party
reasonable  attorneys'  fees, and costs and expenses  incurred therein or in the
enforcement  or  collection  of any  judgment  or award  rendered  therein.  The
"prevailing  party" means the party determined by the court or arbitration panel
to have  most  nearly  prevailed,  even if such  party  did not  prevail  in all
matters, and not necessarily the one in whose favor a judgment is rendered.

           12.7 Notices: All notices, requests, demands and other communications
required  or which may be given  under this  Agreement  shall be in writing  and
shall be deemed to have been duly given or made:  if by hand,  immediately  upon
delivery; if by telecopier immediately upon sending,  provided it is sent during
business  hours  on a  business  day,  but if not,  then  immediately  upon  the
beginning  of the first  business day after being sent;  if by Federal  Express,
Express Mail or any other overnight delivery service,  on the first business day
after  timely  dispatch;  and  if  mailed  by  certified  mail,  return  receipt
requested,  two (2) days  after  receipt  or the  return of the notice to sender
marked "unclaimed". All notices, requests and demands are to be given or made to
the parties at the following addresses (or to such other address as either party
may designate by notice in accordance with the provisions of this paragraph):

If to Home Health:       c/o Paul Manson
                         248 West Shore Road
                         New Preston, CT   06777
                         Telephone:                (860) 868-7541
                         Telecopier:               (860) 868-9375


                                            -29-

<PAGE>



If to HHA:               c/o Cora Baliff
                         72 Bacon Road
                         Old Westbury, NY   11568
                         Telephone:                (516)
                         Telecopier:               (516)

With a copy to:          Hoffinger Friedland Dobrish Bernfeld & Stern, P.C.
                         110 East 59th Street
                         New York, New York  10022
                         Attention:                David B. Bernfeld, Esq.
                         Telephone:                (212) 421-4000
                         Telecopier:               (212) 223-3857

If to Buyer:             175-20 Hillside Avenue
                         Jamaica, New York 11432
                         Attention:                Richard Garofalo, President
                         Telephone:                (718) 657-2966
                         Telecopier:               (718) 291-5987

With a copy to:          Robinson Brog Leinwand Greene Genovese & Gluck, P.C.
                         1345 Avenue of the Americas
                         New York, New York  10105
                         Attention:                Marshall J. Gluck, Esq.
                         Telephone:                (212) 586-4050
                         Telecopier:               (212) 956-2164

           12.8 Entire Agreement:  This Agreement and the schedules and exhibits
hereto set forth the entire  agreement  and  understanding  between  the parties
hereto  with  respect  to the  subject  matter  hereof and  supersede  any prior
negotiations,  agreements,  letters of intent,  understandings  or  arrangements
between the parties hereto with respect to the subject matter hereof.

           12.9 Schedules:  Any information or data disclosed on any schedule to
this  Agreement  that is also relevant to any other  schedule to this  Agreement
shall be deemed to be included in such other schedule as if set forth therein in
full.

           12.10 Binding  Effect;  Benefits:  This Agreement  shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors  and assigns.  Nothing in this  Agreement,  expressed or implied,  is
intended  to  confer on any  person  other  than the  parties  hereto,  or their
respective  successors  and  assigns,  any  rights,  remedies,   obligations  or
liabilities under or by reason of this Agreement.

           12.11   Non-Assignability:   This   Agreement   and  any  rights  and
obligations  pursuant hereto shall not be assignable by any party hereto without
the prior written consent of the other party.

           12.12  Brokers.  The parties  hereby  represent to each other that no
person or entity  has acted as  investment  banker,  broker or finder  hereunder
except for Stewart

                                      -30-

<PAGE>



Kramer or his business  entity,  for whose fees Sellers shall be responsible and
except for Robert  Chestman,  for whose fee Buyer shall be responsible.  Sellers
agree to  indemnify  and  hold  Buyer  harmless  from  and  against  any and all
liability  to which  Buyer may be  subjected  by reason of the fees for  Stewart
Kramer or his business entity,  and by reason of any other investment  banker's,
broker's,  finder's or similar fee with respect to the transactions contemplated
by this Agreement to the extent such fee is attributed to any action  undertaken
by or on behalf of Sellers.  Buyer agrees to indemnify and hold harmless Sellers
from and against any and all  liability  to which  Sellers may be  subjected  by
reason of the fee of  Robert  Chestman  and by  reason  of any other  investment
banker's,  broker's,  finder's or similar fee with  respect to the  transactions
contemplated  by this  Agreement to the extent such fee is  attributable  to any
action  undertaken  by or on  behalf  of  Buyer  or any of its  subsidiaries  or
affiliates.

           12.13  Applicable  Law; Venue;  Jurisdiction:  This Agreement and the
legal relations between the parties hereto shall be governed by and construed in
accordance with the laws of the State of New York,  applicable to contracts made
and to be enforced in such state.  Sellers and Buyer each hereby  consent to the
personal  jurisdiction  of the  courts of the State of New York and the  federal
courts situated therein over any judicial proceeding under or that may otherwise
arise  out of this  Agreement  and  agree  not to  contest  venue  for any  such
proceeding  commenced  in the courts of the State of New York in New York County
or in the United States  District  Court for the Southern  District of New York.
Buyer hereby irrevocably appoints Robinson Brog Leinwand Greene Genovese & Gluck
P.C.  as agents for service of process  for any such  proceeding  and each agree
process for any such proceeding may be served by personally delivering a copy of
the process to Robinson Brog Leinwand  Greene Genovese & Gluck P.C., 1345 Avenue
of the Americas,  New York, New York 10105,  Attention:  Marshall J. Gluck, Esq.
Sellers hereby irrevocably appoint Hoffinger Friedland Dobrish Bernfeld & Stern,
P.C. as agent for service of process for any such  proceeding and agrees process
for any such  proceeding  may be served by  personally  delivering a copy of the
process to Hoffinger  Friedland  Dobrish  Bernfeld & Stern,  P.C., 110 East 59th
Street, New York, New York 10022, Attention: David B. Bernfeld, Esq.

           12.14 Public  Announcements:  The parties agree that public  announce
ments of this transaction shall be made on the following schedule:

                      (a) Concurrent with the execution hereof,  Buyer may issue
           a press  release  containing  the text set forth in Exhibit  12.14(a)
           annexed hereto and made a part hereof.

                      (b) On April 17,  1997,  provided  Buyer has  obtained the
           applicable  approval  of the  New  York  State  Hospital  Review  and
           Planning  Council,  or as soon  thereafter  as such approval has been
           obtained by Buyer,

                                      -31-

<PAGE>



           Buyer  may  issue a press  release  containing  the text set forth in
           Exhibit 12.14(b) annexed hereto and made a part hereof.

Thereafter,  each  party  is  entitled  to  release  to the  public  any and all
information  regarding the terms of this Agreement,  including Buyer's filing of
forms 8-K and related  public  announcements  pursuant to applicable  securities
laws and regulations.

           12.15 No Further Negotiation. Sellers agree that they shall not enter
into any negotiation  with any third party for the sale of the Purchased  Assets
from the date hereof unless this Agreement is terminated pursuant to its terms.

           12.16  No  Benefit  to  Others:  The   representations,   warranties,
covenants and agreements contained in this Agreement are for the sole benefit of
the parties  hereto,  and their  successors  and assigns,  and they shall not be
construed as conferring any rights on any other persons.

           12.17  Section and Other  Headings:  The  section and other  headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.

           12.18  Counterparts:  This Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


                                      -32-

<PAGE>



           IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
as of the date and year first above written.


                                           HOME HEALTH AIDES, INC.


                                           By:___________________________
                                              Name:        Paul Manson
                                              Office:      President

                                           H.H.A. AIDES, INC.


                                           By:_____________________________
                                              Name:        Paul Manson
                                              Office:      Vice President

                                           HEALTH ACQUISITION CORP.
                                           D/B/A ALLEN HEALTH CARE SERVICES


                                           By:___________________________
                                              Name:        Richard Garofalo
                                              Office:      President

WITH RESPECT TO
SECTIONS 3.3(a)(iv) AND 4.2(e) ONLY:



___________________________
PAUL MANSON


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CORA BALIFF

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