EXHIBIT

                                    10.1

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                         FIRST AMENDMENT TO SALE AND
                          SUBSERVICING AGREEMENT



      This First Amendment to the Sale and Subservicing
Agreement ("First Amendment") dated April ___, 2000 is entered
into between Tender Loving Care Health Care Services, Inc. a
Delaware corporation as Seller (as such, together with its
successors and permitted assigns), ("Seller"), NPF XII, Inc.
("Purchaser") and National Premier Financial Services, Inc.
("Servicer").


                                         Background


   A.       Whereas, Seller, Purchaser and Servicer are parties
to a certain Sale and Subservicing Agreement dated December 8,
1999 (the "Agreement"); and

   B.       Whereas, Seller, Purchaser and Servicer have
determined a need to modify the required minimum consolidated
net loss before taxes set forth in Section 4.1 (ee) of the
Agreement.

      NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby promise and agree as follows:

   1 .      Minimum Consolidated Net Loss Before Taxes. The
first sentence of Section 4.1 (ee) of the Agreement is hereby
amended to read as follows: "For fiscal year ending February
28, 2000, the consolidated net profit (loss) before taxes for
the Seller and its consolidated Subsidiaries shall not be less
than ($16,500,000)."

   2.       Incorporation. This First Amendment shall amend, and
is incorporated into and made a part of the Agreement. All
references to the Agreement shall mean the Agreement as
amended hereby. To the extent that any term or provision of
this First Amendment is or may be deemed expressly
inconsistent with any term or provision in the Agreement, the
terms and provisions hereof shall control. Except as expressly
amended by this Amendment, all of the terms and conditions of
the Agreement continue unchanged and remain in full force and
effect.

   3.       No Modification. No modification hereof or of any
agreement referred to herein shall be binding or enforceable
unless in writing and signed on behalf of the party against
whom enforcement is sought. This First Amendment supersedes
any drafts or prior versions of this document and represents
the final agreement of the parties regarding the subject
matter hereof.


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   4.       Successors and Assigns. This First Amendment will be
binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.

   5.       Counterparts. This First Amendment may be executed in
any number of counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Signature by facsimile
shall also bind the parties hereto.

      IN WITNESS WHEREOF, the undersigned have executed this
First-Amendment on the date first written above.

                        TENDER LOVING CARE HEALTH CARE SERVICES, INC.

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

                        NPF XII, INC.

                                    BY:      /s/Donald H. Ayers
                                    Name:       Donald H. Ayers
                                    Title:      Vice President

                        NATIONAL PREMIER FINANCIAL SERVICES, INC.

                                    BY:     /s/ Donald H. Ayers
                                    Name:       Donald H. Ayers
                                    Title:      Vice President