<PAGE>   1
                                                                  EXHIBIT 10.106

                       MASTER LEASE AGREEMENT NUMBER 13050
      THIS AGREEMENT, made and entered into this 18th day of November, 1999
         by and between TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC.,
    a Kentucky Corporation, located at 1020 Petersburg Rd., Hebron, KY 41048,
          hereinafter called LESSOR and ATC HEALTHCARE SERVICES, INC.,
                           hereinafter called LESSEE.

1. LEASE. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor,
all equipment and other property (collectively, the "Equipment" and individually
the "Item" or "Item of Equipment" described in the Equipment Schedule executed
by the parties concurrently herewith and made a part hereof (collectively the
"Schedules" and individually, a "Schedule").

2. ORDER OF EQUIPMENT. Lessor agrees on behalf of Lessee to order the Equipment
from the supplier(s) ("Supplier") set forth on the Equipment Schedule. Lessee
agrees to arrange for delivery of the Equipment within sixty days of the time
Lessor accepts Lessee's offer to enter into this Lease (which date Lessor is
authorized to fill in above as "Commencement Date" along with the serial numbers
and other identification data of the Equipment when determined by Lessor).

3. NO WARRANTIES BY LESSOR. LESSOR IS LEASING THE EQUIPMENT TO LESSEE "AS IS."
LESSEE ACKNOWLEDGES THAT LESSOR DOES NOT MANUFACTURE THE EQUIPMENT, LESSOR DOES
NOT REPRESENT THE EQUIPMENT MANUFACTURER OR SUPPLIER , AND LESSEE HAS SELECTED
THE EQUIPMENT AND SUPPLIER BASED UPON ITS OWN JUDGMENT. LESSOR MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE EQUIPMENT INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. LESSEE AGREES
THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE FOR AND LESSEE WILL NOT MAKE
ANY CLAIM AGAINST LESSOR FOR ANY DAMAGES WHETHER CONSEQUENTIAL, DIRECT, SPECIAL
OR INDIRECT. LESSEE AGREES THAT NEITHER SUPPLIER NOR ANY SALES PERSON, EMPLOYEE
OR AGENT OF SUPPLIER IS LESSOR'S AGENT OR HAS ANY AUTHORITY TO SPEAK FOR LESSOR
OR BIND LESSOR IN ANY WAY. IF ANY ITEM OF EQUIPMENT OR ALL THE EQUIPMENT IS NOT
PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY ITS
MANUFACTURER OR SUPPLIER, OR IS UNSATISFACTORY FOR ANY REASON, LESSEE SHALL MAKE
ANY CLAIM ON ACCOUNT THEREOF DIRECTLY AGAINST SUCH MANUFACTURER OR SUPPLIER AND
SHALL, NONETHELESS, PAY LESSOR ALL RENTS PAYABLE UNDER THIS LEASE. LESSOR HEREBY
AGREES TO ASSIGN TO LESSEE SOLELY FOR THE PURPOSE OF MAKING AND PROSECUTING SUCH
CLAIM, ALL THE RIGHTS WHICH LESSOR HAS AGAINST SUCH MANUFACTURER OR SUPPLIER FOR
BREACH OF WARRANTY OR OTHER REPRESENTATION RELATING TO THE EQUIPMENT. THE
PROVISIONS OF THIS PARAGRAPH ARE INTENDED TO BE A COMPLETE EXCLUSION AND
NEGATION OF ANY EXPRESS OR IMPLIED WARRANTIES BY LESSOR WITH RESPECT TO THE
EQUIPMENT, WHETHER ARISING OUT OF THE UNIFORM COMMERCIAL CODE ("U.C.C.") OR
UNDER ANY OTHER APPLICABLE LAW.

4. FINANCE LEASE STATUS. Lessee agrees that if Article 2(A) of Section 355 of
the Kentucky Revised Statutes - Lease Under the U.C.C. applies to this Lease,
this Lease will be considered a "Finance Lease" as that term is defined in
Article 2(a). By signing this Lease, Lessee agrees that either (a) it has
reviewed, approved and received a copy of the Supplier contract or (b) that
Lessor has informed Lessee of the identity of the Supplier, that Lessee may have
rights under the Supplier contract and that Lessee may contact the Supplier for
a description of those rights.

5. NON-CANCELLABLE LEASE. This Lease cannot be canceled or terminated except as
expressly provided herein.

6. TERMINATION BY LESSOR. Lessor shall have the exclusive option to terminate
this Lease and Lessor's obligations hereunder if within sixty (60) days after
the Commitment Date, the Equipment has not been delivered to Lessee, or Lessee
has not accepted the Equipment as provided in Paragraph 7 below. Said option may
be exercised by Lessor giving Lessee written notice of termination pursuant to
this paragraph at any time after the expiration of said sixty (60) day period.

7. LESSEE'S INSPECTION AND ACCEPTANCE. Lessee shall inspect each item of
Equipment within three (3) days after receipt thereof. Unless within such period
of time Lessee gives written notice to Lessor specifying any defect in the
Equipment or any other proper objection to the Equipment, Lessee agrees that it
shall be conclusively presumed, as

<PAGE>   2

between Lessor and Lessee, that Lessee has fully inspected and acknowledged that
the Equipment is in good condition and repair, that Lessee is satisfied with
such Equipment and has accepted the Equipment in such good condition and repair
and the Equipment is satisfactory in all respects for purposes of this Lease.

8. TERM. The term of this Lease with respect to each item of Equipment (the
"Term") shall commence on the date which the Equipment is delivered to Lessee
(whether or not accepted) and ends upon the expiration of the number of periods
specified in the Equipment Schedule under "Initial Term", after the Commencement
Date.

9. RENT. The rent for each Item of Equipment during the Term ("Rent") shall be
payable in the amounts and at the times and place set forth in the Schedule, or
to such other person, or at such other place as Lessor may from time to time
direct in writing. Lessee hereby authorizes Lessor to adjust the Lease Payment
by not more than 15% if the Total Cash Price (which is all amounts we have paid
in connection with the purchase, delivery and installation of the Equipment,
including any upgrade and buyout amounts) differs from the estimated Total Cash
Price.

10. USE. Lessee covenants and represents to Lessor that the Equipment will be
used exclusively for agricultural, business or commercial purposes and will not
be used at any time during the Term of this Lease for personal, family or
household purposes.

EQUIPMENT LOCATION; USE AND REPAIR; RETURN. Lessee shall keep and use the
Equipment only at the location shown on the Equipment Schedule and the Equipment
shall not be removed therefrom without the prior written consent of Lessor. At
Lessee's own cost and expense, Lessee will keep the Equipment eligible for any
manufacturer's certification, in compliance with all applicable laws and in good
condition, except for ordinary wear and tear, and shall repair and furnish all
labor, parts, mechanisms and devices required therefor. Lessee shall not make
any alterations, additions, or improvements to the Equipment without Lessor's
prior written consent. All additions, repairs, replacements, parts, accessories
or improvements made or added to the Equipment shall become a component part
thereof and title thereto shall be immediately vested in Lessor and shall be
included under the terms hereof at no cost or expense to Lessor. Lessor shall
have the right to inspect the Equipment at any reasonable time. Lessee shall
have the right to quiet use and enjoyment of the equipment for the term of this
Lease.

      Unless Lessee purchases the Equipment in accordance with this Lease at the
end of the Term, Lessee will immediately deliver the Equipment to Lessor in as
good a condition as when Lessee received it, except for ordinary wear and tear,
to any place in the United States of America that Lessor directs. Lessee shall
be responsible for all expenses related to the de-installing, crating and
shipping of the Equipment, and Lessee shall insure the Equipment for its full
replacement value during shipping. If Lessor supplies Lessee with labels stating
that the Equipment is owned by Lessor, Lessee shall affix and keep same in a
prominent place on each item of Equipment.

12. TITLE AND PERSONAL PROPERTY. The Equipment at all times shall be and remain
the sole and exclusive property of Lessor and Lessee shall have no right, title
or interest therein or thereto except as expressly set forth in this Lease.
Lessee will promptly execute and deliver to Lessor such further documents and
take such further action as Lessor may request in order to more effectively
carry out the intent and purpose of this Lease, including the execution and
delivery of appropriate financing statements to fully protect Lessor's interests
hereunder in accordance with the U.C.C. or applicable law. Lessee shall deliver
to Lessor signed financing statements or other documents Lessor may reasonably
request to protect its interest in the Equipment. LESSEE HEREBY APPOINTS LESSOR
AS LESSEE'S ATTORNEY-IN-FACT TO EXECUTE AND FILE, ON LESSEE'S BEHALF, FINANCING
STATEMENTS COVERING THE EQUIPMENT.

13. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all
levies, liens and encumbrances. Lessee shall, in the manner directed by Lessor,
(a) make and file all declarations and returns in connection with all charges,
assessments and taxes (local, state and federal) which now or hereafter may be
imposed upon or measured by the ownership, leasing, rental, sale, purchase,
possession or use of the Equipment, excluding, however, all taxes on or measured
by Lessor's net income and (b) pay all such charges, assessments and taxes. In
the event that Lessor shall elect to make and file any declarations or returns
in connection with such charges, assessments and taxes and to pay the same, then
Lessee shall reimburse Lessor, upon demand of Lessor, for any and all such
charges, assessments and taxes.

14. TAXES AND CERTAIN FEES. Lessee shall promptly pay all fees, assessments,
taxes and charges governmentally imposed upon the purchase, ownership,
possession, leasing, renting, operation, control, use or maintenance of the


<PAGE>   3


Equipment, whether assessed against Lessor, Lessee or the Equipment and relating
to the Term, whether due before or after the end of the Term, excluding taxes on
or measured by the income of Lessor. All personal property tax, use tax or other
tax returns will be filed by Lessor, and Lessee will pay to Lessor a fee for
processing such payments and filings. Lessor does not have to contest any
valuation or tax imposed on the Equipment.

15. LOSS AND DAMAGE. Lessee shall bear the entire risk of loss, theft, damage or
destruction of the Equipment, regardless of how arising. No loss, theft, damage
or destruction of the Equipment shall relieve Lessee of the obligation to pay
Rent or of any other obligation under this Lease, including the obligation to
replace the Equipment. In the event of damage to any item of Equipment, Lessee
shall immediately place the same in good repair. If Lessor determines that any
item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee,
at the option of Lessor, shall: (a) replace the same with like equipment in good
repair, or (b) pay Lessor in cash all amounts then owed by Lessee to Lessor
under this Lease and an amount equal to the stipulated loss value stated on the
schedule for that Item of Equipment computed as of the date of casualty. Upon
Lessor's receipt of such payment, Lessee shall be entitled to whatever interest
Lessor may have in such Equipment in its then condition and location, without
warranty, express or implied.

16. INSURANCE. Lessee shall provide and maintain insurance against loss, theft,
damage and destruction of the Equipment in an amount not less than the
replacement value of the Equipment and the balance of the total Rent payable
hereunder, with loss payable to Lessor. Each policy of insurance shall expressly
provide that said insurance as to Lessor and its assigns shall not be
invalidated by any act, omission or neglect of Lessee and shall name Lessor as
an additional insured. At Lessor's request, Lessee shall furnish proof of said
insurance. If Lessee fails to procure or maintain such insurance, Lessor shall
have the option of either i.) procuring or maintaining such insurance, the cost
of which shall be immediately reimbursed by Lessee, or ii.) terminating said
Lease, and all Rent and other charges shall immediately become due upon demand.

17. DEFAULT AND REMEDIES. If Lessee fails to pay any Rent or other amounts
herein provided within ten (10) days after the same is due and payable, or if
Lessee fails to perform any other provision hereof within ten (10) days after
Lessor shall have demanded in writing performance thereof; or if any proceeding
in bankruptcy, receivership or insolvency shall be commenced against Lessee or
its property or the Equipment; or if Lessee makes any assignment for the benefit
of creditors, an "Event of Default" shall have occurred and Lessor shall have
the right, but shall not be obligated, to exercise any one or all of the
following remedies: (a) to sue for and recover all Rent or other amounts then
due or thereafter accruing under this Lease; (b) to take possession of any or
all of the Equipment wherever it may be located without any court order or other
process of law, without demand or notice and without incurring any liability to
Lessee, for any damages occasioned by such taking of possession; (c) to sell any
or all of the Equipment at public or private sale for cash or on credit and to
recover from Lessee all costs of taking possession, storing, repairing and
selling the Equipment; (d) to terminate this Lease as to any Items of Equipment;
(e) in the event Lessor elects to terminate this Lease as to any or all of the
Items of Equipment, to recover from Lessee as to each Item subject to said
termination the amount of Rent reserved herein for said Item for the balance of
the term hereof or, to pursue any other remedy now or hereafter existing at law
or in equity. Notwithstanding any such action that Lessor may take, including
taking possession of any or all of the Equipment, Lessee shall remain liable for
the full performance of all of its obligations hereunder, provided, however,
that if Lessor in writing terminates this Lease with respect to, any Item of
Equipment, Lessee shall not be liable for any Rent in respect of such Item
occurring after the date of such termination. In addition to the foregoing,
Lessee agrees to pay Lessor's reasonable attorneys' fees as damages and not as
costs of any proceedings arising out of or as a result of this Lease.

18. INDEMNITY. Lessee assumes the risk of liability arising from or pertaining
to the possession, operation or use of the Equipment. Lessee agrees to indemnify
and hold harmless Lessor against and from any and all claims, costs, expenses,
damages and liability arising from or pertaining to the use, possession or
operation of the Equipment.

19. SECURITY. Lessee has deposited with Lessor the deposit set forth in the
Equipment Schedule as security for its payment of Rent and of the other amounts
due hereunder, and performance of its other obligations under this Lease. Lessor
may, but shall not be obligated to, apply such deposit (or any part thereof) to
cure any Event of Default hereunder, in which event Lessee shall promptly
restore the deposit to the full amount originally deposited. Any remaining
balance of the deposit shall be returned to Lessee upon the termination hereof
or the period set forth in the Schedule, if any, if no Event of Default then
exists.


<PAGE>   4

20. ASSIGNMENT.

(a) Without Lessor's prior written consent, Lessee shall not (1) assign,
transfer, pledge or hypothecate this Lease, the Equipment or any Items thereof,
or any interest therein, or (2) sublet or lend the Equipment or any Items
thereof. Consent to any of the foregoing acts applies only in the given instance
and is not a consent to any subsequent like acts by Lessee or any other person.

(b) Lessee's interest herein may not be assigned or transferred by operation of
Law.

(c) Lessor may assign this Lease and/or pledge the Equipment, in whole or in
part, without notice to Lessee. However, if Lessee is given notice of such
pledge or assignment, it agrees to acknowledge receipt thereof in writing. Each
such assignee and/or pledgee shall have all of the rights, but none of the
Obligations, of Lessor under this Lease. Lessee shall not assert against any
assignee and/or pledgee any defense, counterclaim or offset and shall quietly
enjoy use of the Equipment subject to the terms and conditions of this Lease.
Subject to the foregoing, this Lease inures to the benefit of and is binding
upon the heirs, legatees, personal representatives, successors and assigns of
the parties hereto.

21. CREDIT INFORMATION. LESSEE AUTHORIZES LESSOR OR ANY OF ITS AFFILIATES TO
OBTAIN CREDIT BUREAU REPORTS AND MAKE OTHER CREDIT INQUIRIES THAT LESSOR
DETERMINES ARE NECESSARY IN CONNECTION WITH EVALUATING THE CREDIT WORTHINESS OF
LESSEE. UPON LESSEE'S WRITTEN REQUEST, LESSOR WILL INFORM LESSEE WHETHER LESSOR
HAS REQUESTED A CREDIT REPORT AND THE NAME AND ADDRESS OF ANY CREDIT REPORTING
AGENCY THAT FURNISHED THE REPORT. LESSEE ACKNOWLEDGES THAT WITHOUT FURTHER
NOTICE LESSOR MAY USE OR REQUEST ADDITIONAL CREDIT BUREAU REPORTS OR OTHER
CREDIT INFORMATION TO UPDATE LESSOR'S INFORMATION SO LONG AS LESSEE'S
OBLIGATIONS TO LESSOR ARE OUTSTANDING UNDER THIS LEASE.

22. LATE CHARGE. If Lessee fails to pay any installment of Rent or any other sum
to be paid by Lessee to Lessor within ten (10) days after the due date thereof,
Lessee shall pay Lessor a late charge equal to (a) 5% of such installment as a
service charge and (b) interest on such unpaid installment or other amount at
the rate of 17% per annum or, if there is a maximum contract rate fixed by law,
then at such rate, computed from the date the installment first came due until
it is paid in full.

23. NON-WAIVER. No covenant or condition of this Lease can be waived except by
the written consent of Lessor. Forbearance or indulgence by Lessor in any regard
whatsoever shall not constitute a waiver of the covenant or condition to be
performed by Lessee to which such forbearances or indulgences may apply until
complete performance by Lessee of such covenant or condition, Lessor shall be
entitled to invoke any remedy available to Lessor under this Lease or by law or
in equity despite such forbearance or indulgence.

24. ENTIRE AGREEMENT. This Lease and the Schedule constitute the entire
agreement between Lessor and Lessee and shall not be amended, altered or changed
except by a written agreement signed by the parties.

25. NOTICES. Service of all notices under this Lease shall be sufficient if
mailed to the party involved at its respective address as set forth above or at
such address as such party may provide in writing from time to time. Any such
notice mailed to such address shall be effective when deposited in the United
States mail, duly addressed with first class postage pre-paid.

26. MISCELLANEOUS.

(a) Titles. The titles of the paragraphs of this Lease are solely for the
convenience of the parties, and are not an aid in the interpretation of the
Agreement.

(b) Time. Time is of the essence with respect to this Lease and each and all of
its provisions. Governing Law. The validity, construction and performance of
this Lease shall be governed by the laws (including the conflict of laws rules)
of the Commonwealth of Kentucky.

(c) LESSEE AND LESSOR EXPRESSLY WAIVE ANY RIGHTS TO TRIAL BY JURY.

27. RETURN OF EQUIPMENT/PURCHASE OPTION/AUTOMATIC RENEWAL. Upon at least sixty
(60) days written notice to Lessor prior to the end of the Lease term, Lessee
shall advise Lessor of Lessee's intention to (1) return the Equipment to Lessor
at the end of the Lease term; or (2) purchase the Equipment, for its fair market
value, at the end of the Lease term. Provided Lessee has given notice to Lessor
of Lessee's intent to return the Equipment, and Lessee is not then in default,
Lessee shall return the Equipment, freight and insurance prepaid, to Lessor in
good repair, condition, and working order, ordinary wear and tear accepted, in a
manner and in a location designated by


<PAGE>   5


Lessor. In the event Lessee has given notice to Lessor of Lessee's intent to
purchase the Equipment, and Lessee is not then in default, the closing on such
transaction shall occur at the end of the Lease term and title to the Equipment
shall be transferred to Lessee incident thereto upon receipt of the purchase
price. If Lessee fails to give notice to Lessor as set forth above, or having
provided such notice, Lessee fails to return the Equipment or purchase the
Equipment as provided herein, this Lease shall automatically renew for
consecutive sixty (60) day periods and Lessee agrees to continue to pay Rent to
Lessor at the then current lease rate set forth in this Lease until Lessee
delivers the Equipment to Lessor or purchases the Equipment from Lessor as
stated in this paragraph.

28. DEFINITIONS

COMMITMENT DATE- The date that Lessor obtains a signed Equipment Schedule from
Lessee.

INTERIM RENT- means the pro-rata portion of Rent due for the period from the
Commencement Date through but not including the first day of the first full
payment of Rent is due pursuant to the Initial Term.

RENT- The rent for each Item of Equipment during the term (the "Rent") shall be
payable, in the amounts and at the times and place set for the in the Schedule,
or to such other person, or at such other place as lessor may from time to time
designate in writing.


THIS LEASE IS A NON-CANCELABLE LEASE. THIS LEASE IS SUBJECT TO THE TERMS AND
CONDITIONS WRITTEN ABOVE WHICH LESSEE ACKNOWLEDGES HAVING READ. THIS LEASE
SHALL BE EFFECTIVE UPON EXECUTION BY LESSEE AND LESSOR.


<TABLE>
<CAPTION>
LESSOR:                                             LESSEE:
<S>                                                 <C>
Technology Integration Financial Services, Inc.     ATC Healthcare Services, Inc.
1020 Petersburg Road                                2675 Paces Ferry Road
Hebron, KY 41048                                    Suite 400
606.586.4954                                        Atlanta, GA 30339

By:                                                 By:
   --------------------------------------------        ----------------------------------------------
               PLEASE PRINT                                            PLEASE PRINT

Signature:                                          Signature:
          -------------------------------------               ---------------------------------------

Title:                                              Title:
      -----------------------------------------           -------------------------------------------

Date Accepted:                                      Date Accepted:
               --------------------------------                   -----------------------------------
</TABLE>

(Version 7/99)

<PAGE>   6


                            EQUIPMENT SCHEDULE NO. 1


This Equipment Schedule dated and effective as of November 18, 1999, is attached
to and governed by the terms and provisions of the Master Lease Agreement Number
13050 dated November 18, 1999, (collectively, the "Lease") by and between
Technology Integration Financial Services, Inc. ("Lessor") and ATC Healthcare
Services, Inc. ("Lessee").


<TABLE>
<CAPTION>
LESSEE -          ADDRESS FOR LEGAL NOTICES          ADDRESS FOR INVOICING
------            -------------------------          ---------------------
<S>               <C>                                <C>
                  C/O Staff Builders, Inc.           Same
                  ATTN: Joseph Murphy
                  1983 Marcus Avenue, Suite C-115
                  Lake Success, New York 11042
</TABLE>

All the terms used herein which are defined in the Lease shall have the same
meaning ascribed to them in the lease.

         1. The Equipment leased hereunder is as outlined on the attached
"Schedule A".

         A) EQUIPMENT LOCATION:  VARIOUS, SEE ATTACHED SCHEDULE A.

         B) LEASE TERMS:

              INITIAL TERM:  10 QUARTERS (30 MONTHS)

              EQUIPMENT COST:  $864,038.75

              RENTAL COMMENCEMENT DATE:  MARCH 1, 2000

              RENTAL RATE:   .116737 PER QUARTER

              RENTAL PAYMENT: $100,865.30/QUARTER

              (TOTAL RENTS ARE PAYABLE QUARTERLY IN ADVANCE, PLUS APPLICABLE
              TAXES)


         2. The lease of the Equipment shall commence upon the Acceptance Date
as indicated on the related Certificate of Acceptance (the "Lease Commencement
Date") and shall continue until expiration of the number of payment periods, in
the Initial Term, specified above, after the Rental Commencement Date, which
shall be the first day of the first calendar quarter following the Lease
Commencement Date. Lessee hereby authorizes Lessor to insert the Rental
Commencement Date on this Equipment Schedule. Rent in the amount specified
above, plus applicable taxes, shall be due on the Rental Commencement Date and
on the same day of each and every consecutive payment period thereafter for the
Initial Term. All Rent shall be due and payable to Lessor at such place as
Lessor shall designate in writing. Additionally, Lessee shall pay, as Rent,
daily interim rent on all Equipment subject to this Lease, due and payable in
advance, for the period from and including each Lease Commencement Date to and
including the day immediately preceding the Rental Commencement Date. The daily
rent will be calculated on a 360 day year;

         3. Stipulated Loss Values are as set out on Exhibit I attached hereto
and incorporated herein;


<PAGE>   7


         4. Options. Notwithstanding anything contained in the Lease to the
contrary, so long as no default shall have occurred and be continuing and all
rental payments for the initial term have been paid, Lessee may, at Lessee's
option, (i) purchase the Equipment leased pursuant to this Equipment Schedule on
an "as is, where is" basis, without representation or warranty, express or
implied, at the end of the Initial Term at a price equal to the Fair Market
Value thereof, plus applicable taxes, or (ii) extend the term of the Initial
Term with respect to the Equipment leased pursuant to this Equipment Schedule
for the Fair Market Rental, plus applicable taxes, and for a period of time
mutually agreeable to Lessor and Lessee. "Fair Market Rental" shall be equal to
the monthly rental which could be obtained in an arms-length transaction between
an informed and willing lessee and an informed and willing lessor under no
compulsion to lease. "Fair Market Value" shall be equal to the value which would
be obtained in an arms-length transaction between an informed and willing buyer
and an informed and willing seller under no compulsion to sell, and in such
determination, costs of removal of the Equipment from its location of current
use shall not be a deduction from such value. If Lessee and Lessor cannot agree
on the Fair Market Value thereof, such value shall be determined by appraisal at
the sole expense of Lessee. Appraisal shall be a procedure whereby two
recognized independent appraisers, one chosen by Lessee and one by Lessor, shall
mutually agree upon the amount in question. If the appraisers are unable to
agree upon the amount in question, a third recognized independent appraisers'
evaluation shall be binding and conclusive on Lessee and Lessor. This purchase
or extension option as applicable shall only be available if Lessee gives Lessor
ninety (90) days prior written notice of Lessee's irrevocable intent to exercise
such option and Lessor and Lessee shall have agreed to all terms and conditions
of such purchase or extension prior to the expiration date of the Initial Term.


         IN WITNESS WHEREOF, the parties hereto have caused this Equipment
Schedule to be duly executed on the date set forth below by their authorized
representatives.

                   THIS EQUIPMENT SCHEDULE CANNOT BE CANCELED


<TABLE>
<CAPTION>
LESSOR:                                            LESSEE:
<S>                                                <C>
TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC.    ATC Healthcare Services, Inc.
1020 PETERSBURG ROAD                               2675 PACES FERRY ROAD, SUITE 400
HEBRON, KY 41048                                   ATLANTA, GA 30339
606.586.4954

By:                                                 By:
   --------------------------------------------        ----------------------------------------------
               PLEASE PRINT                                            PLEASE PRINT

Signature:                                          Signature:
          -------------------------------------               ---------------------------------------

Title:                                              Title:
      -----------------------------------------           -------------------------------------------

Date Accepted:                                      Date Accepted:
               --------------------------------                   -----------------------------------
</TABLE>