Exhibit 10.15



                               INDEMNITY AGREEMENT


         THIS AGREEMENT made the 22nd day of November, 2000,

B E T W E E N:

          ALBERT J. LATNER, an individual resident in the
          Province of Ontario, SDLCO HOLDINGS LTD.,
          AJLCO REALTY LIMITED, MELCO
          HOLDINGS CORP., EPLCO HOLDINGS LTD.
          AND JILCO HOLDINGS LTD., in each case a
          corporation incorporated under the laws of the
          Province of Ontario

          (hereinafter collectively referred to as the "Indemnifying Parties")

                                                            OF THE FIRST PART,

          - and -

          DYNACARE INC., a corporation continued under
          the laws of the Province of Ontario

          (hereinafter referred to as "Dynacare")

                                                           OF THE SECOND PART,

          - and -

          GOLDER, THOMA , CRESSEY, RAUNER
          FUND V, LP and GTCR ASSOCIATES V

          (collectively, "GTCR")

                                                            OF THE THIRD PART.


         WHEREAS Dynacare intends to proceed with an initial public offering of
its common stock to the public in the United States and the Province of Ontario,
Canada (the "IPO");

         AND WHEREAS Sdlcodyn Inc., Eplcodyn Realty Inc., Eplcodyn Holdings
Inc., Melcodyn Inc. and Jilcodyn Holdings Inc. (collectively, the "Corporations"
and individually a "Corporation") are shareholders of Dynacare;


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         AND WHEREAS Albert J. Latner indirectly controls each Corporation, and
the corporations which comprise the other Indemnifying Parties are shareholders
of one or more of the Corporations, and, as such, the Indemnifying Parties have
knowledge of the matters herein referred to;

         AND WHEREAS the Indemnifying Parties have requested that Dynacare and
GTCR (collectively, the "Indemnified Parties") agree to the amalgamation of
Dynacare and the Corporations prior to the completion of the IPO (the
"Amalgamation");

         AND WHEREAS in order to induce the Indemnified Parties to agree to the
Amalgamation, the Indemnifying Parties have made certain representations and
warranties with respect to the Corporations as set out herein and have given
certain indemnities to the Indemnified Parties as set out herein;

         NOW THEREFORE for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereby agree as
follows:

ARTICLE 1 - DEFINITIONS

1.1      In this Agreement, the following terms shall have the respective
         meanings set out below:

         (a)      "Agreement" shall mean this agreement together with all
                  schedules thereto;

         (b)      "Amalgamation" shall have the meaning attributed thereto in
                  the recitals to this Agreement;

         (c)      "Audited Financial Statements" means the audited financial
                  statements of each of the Corporations attached hereto as
                  Schedule 1.1(c);

         (d)      "Business" means the business currently and heretofore carried
                  on by each of the Corporations consisting solely of acting as
                  a holding company in holding shares of Dynacare and holding
                  cash and other marketable securities;

         (e)      "Contract" means any agreement, indenture, contract, lease,
                  deed of trust, licence, option, instrument or other
                  commitment, whether written or oral;

         (f)      "Corporations" and "Corporation" shall have the meaning
                  attributed thereto in the recitals to this Agreement;

         (g)      "Disclosed Liabilities" means the liabilities of the
                  Corporations set forth in Schedule 1.1(g), being all of the
                  liabilities of the Corporations (whether actual, contingent or
                  otherwise) in existence as of the date hereof;

         (h)      "Dynacare" shall have the meaning attributed thereto in the
                  recitals to this Agreement;


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         (i)      "Encumbrance" means any encumbrance, lien, charge, hypothec,
                  pledge, mortgage, title retention agreement, security interest
                  of any nature, adverse claim, exception, reservation,
                  easement, restriction, right of occupation, any matter capable
                  of registration against title, option, right of pre-emption,
                  privilege or any Contract to create any of the foregoing;

         (j)      "Indemnified Parties" shall have the meaning attributed
                  thereto in the recitals to this Agreement;

         (k)      "Intellectual Property" means all trade or brand names,
                  business names, trademarks (including logos), trademark
                  registrations and applications, service marks, service mark
                  registrations and applications, copyrights, copyright
                  registrations and applications, issued patents and pending
                  applications and other patent rights, industrial design
                  registrations, pending applications and other industrial
                  design rights, trade secrets, proprietary information and
                  know-how, equipment and parts lists and descriptions,
                  instruction manuals, inventions, inventors' notes, research
                  data, blueprints, drawings and designs, formulae, processes,
                  technology and other intellectual property issued to or owned
                  or held by a Corporation or used by a Corporation in carrying
                  on the Business, together with all rights under licences,
                  registered user agreements, technology transfer agreements and
                  other agreements or instruments relating to any of the
                  foregoing;

         (l)      "IPO" shall have the meaning attributed thereto in the
                  recitals to this Agreement;

         (m)      "ITA" means the Income Tax Act (Canada), as amended from time
                  to time;

         (n)      "Shares" has the meaning ascribed thereto in Section 2.5;

         (o)      "Taxes" means all federal, provincial, state, local and
                  foreign taxes, charges, fees, levies, imposts, duties,
                  premiums or other assessments, including, without limitation,
                  income, health and education, worker's compensation levy, land
                  transfer tax, goods and services tax, harmonized sales tax,
                  unemployment insurance charges and retirement contributions,
                  gross receipts, excise, employment, sales, use, transfer,
                  license, payroll, franchise, severance, stamp, occupation,
                  windfall profits, environmental, premium, federal highway use,
                  commercial rent, customs duties, capital stock paid up
                  capital, profits, withholding, employment, single business and
                  unemployment, disability, real property, personal property,
                  registration, ad valorem, value added, alternative or add-on
                  minimum, estimated, or other tax or governmental fee of any
                  kind whatsoever, imposed or required to be withheld by Canada,
                  the United States or any province, state, local, foreign
                  government or subdivision or agency thereof, including any
                  interest, penalties or additions thereto, whether disputed or
                  not.

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ARTICLE 2 - REPRESENTATIONS AND WARRANTIES

         The Indemnifying Parties hereby jointly and severally represent and
warrant to each of the Indemnified Parties, with effect as of the date hereof
and as of the effective date of the Amalgamation, as follows and acknowledge
that each of the Indemnified Parties is relying on such representations and
warranties in connection with granting their consent to the Amalgamation:

2.1 Liabilities. No Corporation has any liabilities (whether actual, contingent
or otherwise) except the Disclosed Liabilities set forth opposite its name on
Schedule 1.1(g).

2.2 Organization and Status. Each Corporation is a corporation validly existing
and in good standing under the laws of the Province of Ontario. Each
Corporation's registered office is located in Toronto, Ontario.

2.3 Corporate Power and Authorization. Each Corporation has the corporate power
and capacity to enter into this Agreement and to perform its obligations
hereunder, to own its property and to carry on the Business as now being
conducted by it. This Agreement has been duly authorized by each of the
Corporations. Each of the agreements, contracts and instruments required by this
Agreement to be delivered by any of the Corporations has been duly authorized by
such Corporation. This Agreement has been duly executed and delivered by each
Corporation and is a legal, valid and binding obligation of each Corporation,
enforceable against each Corporation in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency and other laws affecting
the rights of creditors generally and except that equitable remedies may be
granted only in the discretion of a court of competent jurisdiction.

2.4 Authorized and Issued Capital. The authorized capital of each of the
Corporations are as set out in Schedule 2.4, of which the only and those shares
set out in Schedule 2.4 are issued and outstanding, as fully paid and
non-assessable shares, and registered in the name of the person set out in such
Schedule.

2.5 Ownership of Shares in Dynacare. Each Corporation owns the number and class
of shares in Dynacare (the "Shares") set out opposite its name on Schedule 2.5
and such shares are owned by the Corporation as the registered and beneficial
owner thereof, with good and marketable title thereto, free and clear of all
Encumbrances.

2.6 No Options. No person has any agreement or option or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming an agreement,
including convertible or exchangeable securities, warrants or convertible or
exchangeable obligations of any nature, for the purchase, subscription,
allotment or issuance of any unissued shares or other securities of any of the
Corporations, or any assets of any of the Corporations, including the shares of
Dynacare referred to in Section 2.5.

2.7 No Subsidiaries, Etc. Except for the shares of Dynacare referred to in
Section 2.5, none of the Corporations owns or has any agreements of any nature
to acquire, directly or indirectly, any shares in the capital of or other equity
or proprietary interests in any person, firm or corporation, and no Corporation
has any agreements to acquire or lease any other business operations.


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2.8 No Violation. The execution and delivery of this Agreement by each
Corporation and the consummation of the transactions herein provided for will
not result in either:

         (a) the breach or violation of any of the provisions of, or constitute
         a default under, or conflict with or cause the acceleration of any
         obligation of such Corporation under:

                  (i) any Contract to which such Corporation is a party or by
                  which it is, or any of its properties are bound;

                  (ii) any provision of the articles, any unanimous shareholder
                  agreement or declaration, by-laws or resolutions of the board
                  of directors (or any committee thereof) or shareholders of
                  such Corporation;

                  (iii) any judgment, decree, order or award of any court,
                  governmental body or arbitrator having jurisdiction over such
                  Corporation;

                  (iv) any licence, permit, approval, consent or authorization
                  held by such Corporation or necessary to the ownership of the
                  Shares or the operation of the Business; or

                  (v) any applicable law, statute, ordinance, regulation or
                  rule; or

         (b) the creation or imposition of any Encumbrance on any of the
         property or assets of such Corporation.

2.9 Business of the Corporation. None of the Corporations has ever carried on
any active business of any nature or kind whatsoever.

2.10 Assets and Liabilities. At the time of the Amalgamation, with respect to
each Corporation:

         (a) the only assets of such Corporation will consist of the Shares and
         to the extent applicable, cash equal to such Corporation's Disclosed
         Liabilities; and

         (b) such Corporation shall have no liabilities or obligations,
         contingent or otherwise, known or unknown, other than Disclosed
         Liabilities of such Corporation for which such Corporation shall retain
         at least an equal amount of cash on hand to satisfy in full.

2.11 Real Property. None of the Corporations owns or leases (whether as lessor
or lessee), has ever owned or leased, nor has agreed to acquire or lease, any
real property.

2.12 Accounts Payable and Receivable. None of the Corporations has any accounts
payable or receivable, book debts or other debts owing by it or due or accruing
to it.

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2.13 Intellectual Property. None of the Corporations owns or uses any
Intellectual Property or is a party to any licences, registered user agreements
or other Contracts which relate to Intellectual Property.

2.14 No Expropriation. No property or asset of any of the Corporations has been
taken or expropriated by any federal, provincial, state, municipal, local or
other authority nor has any notice or proceeding in respect thereof been given
or commenced nor is any of the Corporations aware of any intent or proposal to
give any such notice or commence any such proceeding.

2.15 Agreements and Commitments. None of the Corporations is a party to or bound
by any Contract.

2.16 Compliance with Laws. Each of the Corporations has at all times and is
conducting the Business in compliance with all applicable laws, regulations,
by-laws, ordinances, regulations, rules, judgments, decrees and orders of each
jurisdiction in which the Business has been or is carried on.

2.17 Licenses. There are no licenses, permits, approvals, consents,
certificates, registrations or authorizations (whether governmental, regulatory
or otherwise) necessary to carry on any aspect of the Business or to own or
lease any of the property or assets owned or utilized by any of the
Corporations.

2.18 Consents and Approvals. No authorization, consent or approval of, or filing
with or notice to any governmental agency, regulatory body or court is required
in connection with the execution, delivery and performance of this Agreement by
any of the Corporations or the Amalgamation.

2.19 Financial Statements. The Audited Financial Statements have been prepared
in accordance with Canadian generally accepted accounting principles applied on
a basis consistent with prior periods, are correct and complete and present
fairly the assets, liabilities (whether accrued, absolute, contingent or
otherwise and including the Disclosed Liabilities) and financial position of
each Corporation as at the respective dates of the Audited Financial Statements
and the earnings and results of operations of each Corporation for the
respective periods covered by such Audited Financial Statements. The financial
position and condition of each Corporation is now at least as good as that shown
on or reflected in the Audited Financial Statements as at the date of the
Audited Financial Statements.

2.20 Financial Books and Records. The financial books and records of each
Corporation have been maintained in accordance with good and proper bookkeeping
practice and fairly and correctly set out and disclose in accordance with
Canadian generally accepted accounting principles the financial position of such
Corporation as at the date hereof and all financial transactions of the
Corporation have been accurately recorded in such books and records. The
Corporations have not conducted any off-balance sheet transactions and have not
engaged in any hedging, swap, derivatives or similar transactions.

2.21 Corporation Records. The corporate records and minute books of each
Corporation contain complete and accurate minutes of all meetings of the
directors, committees and shareholders of such


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Corporation held since the incorporation of such Corporation, all such meetings
were duly called and held, the share certificate books, registers of
shareholders, registers of transfers and registers of directors and officers of
such Corporation are complete and accurate and all shares of such Corporation
issued and outstanding were properly allotted and issued as fully paid and
non-assessable shares in compliance with applicable corporate and securities
laws.

2.22 Taxes. Each Corporation has duly completed and filed on a timely basis all
tax returns required to be filed by it and has paid all Taxes (including all
installments required to be made on account of Taxes for the current year) which
are due and payable, and all assessments, reassessments, governmental charges,
penalties, interest and fines due and payable by it. Each such return was
correct and complete. Each Corporation has made adequate provision for Taxes
payable, or accrued but not yet payable, for the current period and any previous
period for which tax returns are not yet required to be filed. There are no
agreements, waivers or consents currently in effect for the extension or waiver
of the time for assessment or reassessment of any Taxes payable by any
Corporation. There are no actions, suits, proceedings, investigations or claims
pending or, to the knowledge of any of the Indemnifying Parties or any of the
Corporations, threatened against any of the Corporations in respect of Taxes,
governmental charges or assessments, nor are any matters under discussion with
any governmental authority relating to Taxes, governmental charges or
assessments asserted by any such authority. Each Corporation has withheld from
each payment made to any of its past or present employees, officers, directors
or shareholders, any non-resident of Canada and to any other person, the amount
of all Taxes and other deductions required to be withheld therefrom and has paid
the same to the proper tax or other receiving offices within the time required
under any applicable legislation. There have been no circumstances that would
give rise to the application to any Corporation of Sections 80, 80.01, 80.02,
80.03 or 80.04 of the ITA or the similar provisions of any applicable provincial
income tax legislation. Each Corporation has remitted to the appropriate tax
authority when required by law to do so all amounts collected by it on account
of the goods and services tax exigible under the Excise Tax Act (Canada). The
Indemnifying Parties have provided to the Indemnified Parties a true copy of all
tax returns filed by each of the Corporations in respect of all completed
financial years of each of the Corporations. The Amalgamation will not result in
the imposition on any of the Indemnified Parties of any Taxes or governmental
charge of any nature whatsoever nor will it give rise to any obligation on the
part of any of the Indemnified Parties to pay, withhold or remit any increased
amounts to any governmental authority including, without limitation, Canada
Pension Plan premiums, workers compensation premiums or employment insurance
premiums or similar items in any jurisdiction in which any of the Indemnified
Parties operate.

2.23 Litigation and Other Proceedings. There is no court, administrative,
regulatory or similar proceeding (whether civil, quasi-criminal or criminal),
arbitration or other dispute resolution procedure, investigation or inquiry by
any governmental, administrative, regulatory or similar body, or any similar
matter or proceeding (collectively, "proceedings") against or involving any of
the Corporations (whether in progress or threatened). No event has occurred
which might give rise to any proceedings and there is no judgment, decree,
injunction, rule, award or order of any court, government department, board,
commission, agency, arbitrator or similar body outstanding against any of the
Corporations.

2.24 Residency. Each of the Corporations is not a non-resident of Canada and is
a taxable Canadian corporation for the purposes of the ITA.


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2.25 Directors and Officers. Schedule 2.25 sets forth the names and titles of
all of the officers and directors of each of the Corporations. None of the
directors or officers has been compensated by any of the Corporations and the
Corporation has no obligation to do so and no amounts are owing by the
Corporation to any such individuals.

2.26 Dividends. Except as set out in Schedule 2.26, none of the Corporations
has, directly or indirectly, declared or paid any dividends or declared or made
any other distribution on any of its shares of any class and has not, directly
or indirectly, redeemed, purchased or otherwise acquired any of its outstanding
shares of any class or agreed to do so.

2.27 Non-Arm's Length Transactions. None of the Corporations is indebted to, any
officer, director, shareholder or any other person not dealing at arm's length
with any of the Corporations. At the time of the Amalgamation, none of the
Corporations will be a party to any Contract with any officer, director,
shareholder or any other person not dealing at arm's length with any of the
Corporations or otherwise.

2.28 Employees. None of the Corporations has ever had, presently does not have
and does not have any agreement to hire any employees, agents or contractors.

2.29 Bank Accounts. Schedule 2.29 sets forth the name of each bank or other
depository in which any of the Corporations maintains any bank account, trust
account or other deposit box and the names of all persons authorized to draw
thereon or who have access thereto. None of the Corporations has granted any
powers of attorney, proxies or similar instruments.

2.30 Accuracy. Neither this Agreement nor any document or certificate to be
provided by any of the Corporations or the Indemnifying Parties pursuant to this
Agreement contains any untrue statement of a material fact or omits to state any
material fact necessary to make any of the statements contained herein or
therein not misleading.

2.31 No Knowledge. To the knowledge of the Corporations and the Indemnifying
Parties, there exist no facts relating to the Corporations which, if known to
the Indemnified Parties, might reasonably be expected to deter the Indemnified
Parties from completing the transactions herein contemplated.


ARTICLE 3 - INDEMNITY

3.1 The Indemnifying Parties hereby agree, jointly and severally, to indemnify
the Indemnified Parties from and against, on an after-tax basis, any and all
losses, obligations, actions, causes of action, proceedings, suits, debts,
accounts, covenants, agreements, promises, damages, investigations, liabilities,
indemnifications, claims, demands whatsoever and the reasonable fees and
expenses of their counsel that may be incurred arising, directly or indirectly,
with respect to: (i) any untruth or misrepresentation in the representations and
warranties contained in Article 2 of this Agreement; (ii) any and all adverse
tax consequences to the Indemnified Parties arising from or in respect of the


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Amalgamation; (iii) all Taxes, including interest and penalties, for any period
up to the date of the Amalgamation for which no adequate reserve has been
provided in the Audited Financial Statements; or (iv) the enforcement of this
indemnity (collectively, the "Losses" or, individually, a "Loss") to which any
Indemnified Party may become subject or otherwise involved, in any capacity.

3.2 The Indemnifying Parties shall, jointly and severally, promptly pay or cause
to be paid to the Indemnified Parties pursuant to the indemnity provided for in
this Agreement, on an as incurred basis upon written notice to that effect,
without regard to any right of set-off, compensation, abatement or counterclaim
available at law or in equity.

3.3 In the event that an Indemnified Party shall become aware of any Loss in
respect of which the Indemnifying Parties agreed to indemnify the Indemnified
Party pursuant to the indemnity provided for in this Agreement, the Indemnified
Party shall promptly give written notice thereof to the Indemnifying Party. Such
notice shall specify with reasonable particularity (to the extent that the
information is available) the factual basis for the Loss and the amount of the
Loss, if known. The omission to so notify the Indemnifying Party shall not
relieve the Indemnifying Parties of any liability which the Indemnifying Parties
may have to any of the Indemnified Parties.

3.4 Albert J. Latner (or if he is unable or unwilling to act, AJLCO Realty
Limited) shall have the right, on behalf of the Indemnifying Parties, at their
expense, to participate in or assume control of the negotiation, settlement or
defence of the Loss (with the exception of Losses relating to Taxes in respect
of which Dynacare shall have the sole right to assume control of the
negotiation, settlement or defense of the Loss) and, in such event, the
Indemnifying Parties shall reimburse the relevant Indemnified Parties for all of
their out-of pocket expenses as a result of such participation or assumption. If
such Indemnifying Party elects to assume such control, the relevant Indemnified
Party shall have the right to participate in the negotiation, settlement or
defence of such Loss and to retain counsel to act on its behalf at the expense
of the Indemnifying Parties. Such Indemnifying Party will not, without the prior
written consent of the Indemnified Parties, settle, compromise, consent to the
entry of any judgement in or otherwise seek to terminate any Losses in respect
of which indemnification may be sought hereunder (whether or not an Indemnified
Party is a party thereto) unless such settlement, compromise, consent or
termination includes a release of each Indemnified Party affected by such
Losses, from any liabilities arising out of such Losses. If (i) such
Indemnifying Party, having assumed such control, thereafter fails to defend the
Loss within a reasonable time; or (ii) such Indemnifying Party does not elect or
is not entitled to elect to assume such control, the Indemnified Parties shall
be entitled to assume such control, and the Indemnifying Parties shall be bound
by the results obtained by the Indemnified Parties with respect to such Loss,
and the Indemnifying Parties shall forthwith on demand reimburse the Indemnified
Parties for all the out-of- pocket expenses of the Indemnified Parties as a
result of such assumption. If any such Loss is of a nature such that: (a) the
Indemnified Parties are required by applicable law or the order of any court,
tribunal or regulatory body having jurisdiction; or (b) it is necessary in the
reasonable view of the Indemnified Parties acting in good faith and in a manner
consistent with reasonable commercial practices to make a payment to any third
party with respect to such Loss before the completion of settlement negotiations
or related legal proceedings, as the case may be, the Indemnified Parties may
make such payment and the Indemnifying Parties shall, forthwith after demand by
the Indemnified Parties, reimburse the Indemnified Parties for such payment. If
the amount of any liability of the Indemnified Parties under the Loss in respect
of which such payment was made, as finally determined,


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is less than the amount which was paid by the Indemnifying Parties to the
Indemnified Parties, the Indemnified Parties shall, forthwith after receipt of
the difference from the third party, pay the amount of such difference to the
Indemnifying Parties. If such a payment, by resulting in settlement of the Loss,
precludes a final determination of the merits of the Loss and the Indemnified
Parties and the Indemnifying Parties are unable to agree whether such payment
was reasonable in the circumstances having regard to the amount and merits of
the Loss, such dispute shall be submitted to arbitration pursuant to the
Arbitrations Act, 1991 (Ontario). All such arbitrations shall be governed by the
following rules:

         (a) the party desiring such arbitration shall give written notice to
         that effect to the other party and, if within seven days of such
         notice, the Indemnified Parties and the Indemnifying Parties have
         failed to agree on a single arbitrator, the party desiring such
         arbitration shall by written notice to the other party appoint an
         arbitrator. Within 15 days thereafter, the other party shall, by
         written notice to the original party, appoint a second person as one of
         the arbitrators. The two arbitrators thus appointed shall select a
         third person within seven days of the appointment of the second
         arbitrator. If the two arbitrators fail to agree upon the selection of
         such third arbitrator within such seven day period, either of the
         parties upon written notice to the other party may apply for the
         appointment of a third arbitrator to the Ontario Superior Court of
         Justice or to any other court having jurisdiction. If the second
         arbitrator shall not have been appointed as aforesaid, the first
         arbitrator shall proceed to determine such matter. The arbitrator or
         arbitrators thus appointed shall be requested to determine such matter
         within 20 days of the appointment of the last arbitrator appointed;

         (b) the determination of the majority of the arbitrators or of the sole
         arbitrator, as the case may be, shall be conclusive and binding upon
         the parties and enforceable to the same extent as if it were an order
         of the Ontario Superior Court of Justice and shall be deemed to form
         part of this Indemnity. The arbitrators shall give written notice to
         the parties stating' their determination and shall furnish to each
         party a copy of such determination signed by them;

         (c) in the event of the failure, refusal or inability of any arbitrator
         to act, a new arbitrator shall be appointed in his or her stead, which
         appointment shall be made in the same manner as hereinbefore provided
         for the appointment of the arbitrator so failing, refusing or unable to
         act;

         (d) the expenses of any arbitration shall be borne by the Indemnifying
         Parties;

         (e) the arbitration shall be held in Toronto, Ontario and governed by
         the laws of Ontario;

         (f) all proceedings and matters pertaining to the arbitration shall be
         kept confidential by all parties hereto (except to the extent any party
         is required by law to disclose same); and

         (g) each party shall act in good faith and shall act diligently to
         proceed with and complete the arbitration proceedings.

3.5 If Albert J. Latner or AJLCO Realty Limited fails to assume control of the
defence of any Loss, Dynacare shall, on behalf of the Indemnified Parties, have
the exclusive right to contest, settle

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or pay the amount claimed until Dynacare's rights of indemnification in respect
of such Loss are wholly satisfied, and thereafter GTCR shall have the exclusive
right to contest, settle or pay the amount claimed in respect of such Loss.
Whether or not Albert J. Latner or AJLCO Realty Limited assumes control of the
negotiation, settlement or defence of any such Loss, the Indemnifying Parties
shall not settle any such Loss without the written consent of each Indemnified
Party affected by such Loss, which consent shall not be unreasonably withheld or
delayed.

3.6 To the extent that the indemnity provided for in this Agreement is
unavailable to an Indemnified Party or is insufficient to hold an Indemnified
Party harmless because the indemnity is illegal or contrary to public policy, in
whole or in part, the Indemnifying Parties shall, jointly and severally,
forthwith on demand contribute to the amount paid or payable by any one or more
of the Indemnified Parties as a result of such Loss.

3.7 The Indemnified Parties and the Indemnifying Parties shall co-operate fully
with each other with respect to Losses, and shall keep each other fully advised
with respect thereto (including supplying copies of all relevant documentation
promptly as it becomes available).

3.8 The indemnity and contribution obligations of the Indemnifying Parties shall
be in addition to any liability which the Indemnifying Parties may otherwise
have, provided that there is no duplication of indemnity for any Loss and shall
extend upon the same terms and conditions to any Indemnified Party and shall be
binding upon and enure to the benefit of any successors, permitted assigns,
heirs, executors, personal representatives and administrators of the
Indemnifying Party and any Indemnified Party. In determining the amount of a
Loss realized by an Indemnified Party in relation to Taxes for any period, if a
deduction, tax credit or loss carry-over of a person is utilized to reduce the
amount of income, taxable income or loss otherwise calculated in respect of an
assessment for any taxation year in which a Loss is realized or, but for the
utilization of such deduction, tax credit or loss carry- over, would be
realized, the amount of the Loss shall be determined without taking into account
any benefit from such deduction, tax credit or loss carry-over.

3.9 The indemnity provided for in this Agreement shall not be released, reduced,
discharged or affected in whole or in part by the death, incapacity, bankruptcy,
insolvency, assignment for the benefit of creditors, judicial or extra-judicial
receivership, moratorium or composition of any of the Indemnifying Parties.

3.10 In the event that, from time to time, rights to indemnity arise under this
Agreement, all payments by the Indemnifying Parties in respect of each Loss
shall first be made to Dynacare until Dynacare's rights of indemnification are
wholly satisfied. Payment to GTCR pursuant to such rights of indemnity in
respect of any Loss shall be made only after Dynacare's rights of indemnity are
wholly satisfied in respect of such Loss.


ARTICLE 4 - SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

4.1 The representations and warranties and covenants contained herein shall
survive the completion of the IPO and shall continue in full force and effect
indefinitely without limitation as to time.


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ARTICLE 5 - GENERAL CONTRACT PROVISIONS

5.1 Any notice, direction or other instrument required or permitted to be given
pursuant to any provision of this Agreement shall be in writing and shall be
sufficiently given if delivered personally or by courier, or given by facsimile
transmission (receipt confirmed), addressed as follows:

         (a)      in the case of the Indemnifying Parties:

                  c/o Albert J. Latner
                  20 Eglinton Avenue West
                  Suite 1600
                  Toronto, Ontario
                  M4R 2H1

                  Attention: Mr. Albert J. Latner
                  Fax No.: (416) 487-6438

         (b)      in the case of Dynacare:

                  20 Eglinton Avenue West
                  Suite 1600
                  Toronto, Ontario
                  M4R 2H1

                  Attention: Chief Executive Officer
                  Fax No.: (416) 487-6438

                  (with a copy to GTCR)

         (c)      in the case of GTCR:

                  c/o Golder, Thoma, Cressey, Rauner Inc.
                  6100 Sears Tower
                  Chicago, Illinois 60606-6402

                  Attention:  Bruce V. Rauner

                  (with a copy to Dynacare)

or to such other address as the parties may from time to time advise the other
parties hereto by notice In writing. The date of receipt of any such notice,
direction or other instrument shall be deemed to be, if delivered personally,
the day of delivery if a Business Day or, if not a Business Day, the Business
Day next following the day of delivery, or, if delivered by courier, the
Business Day on which such notice, direction or other instrument is received by
the recipient, or, if delivered by

                                      -12-
<PAGE>
facsimile transmission (receipt confirmed), the date of transmission if given
during the normal business hours of the recipient and the Business Day next
following the transmission if not so given.

5.2 Except as specifically acknowledged in writing by the Indemnifying Parties,
this Agreement sets forth the entire agreement among the parties pertaining to
the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions of the parties, whether oral or written, and there
are no warranties, representations or other agreements between the parties in
connection with the subject matter hereof except as specifically set forth
herein.

5.3 No amendment, supplement, modification waiver or termination of this
Agreement shall be binding unless executed in writing by the parties hereto or
by their respective successors or permitted assigns.

5.4 The invalidity or unenforceability of any provision of this Agreement or any
covenant herein contained on the part of any party shall not affect the validity
or enforceability of any other provisions or covenant herein contained.

5.5 The Indemnifying Parties agree to pay, jointly and severally, all reasonable
costs and expenses of the Indemnified Parties relating to or resulting from the
Amalgamation and all other matters arising under this Agreement. Without
limiting the generality of the foregoing, the Indemnifying Parties agree to pay,
jointly and severally, to Dynacare forthwith on demand any additional costs or
expenses payable by it (including the additional cost of preparing tax returns
and other filing expenses) as a result of the Amalgamation and the year-end for
Canadian and Ontario tax purposes triggered thereby.

5.6 The parties will from time to time and at all times hereafter, upon every
reasonable request of a party hereto, make, do and execute or cause to be made,
done and executed all such further acts, deeds, documents, resolutions,
instruments or assurances, as may be reasonably required for the purposes of
implementing the matters contemplated by this Agreement.

5.7 No indulgence or forbearance by a party hereto or failure or delay by a
party hereto to exercise any right or remedy hereunder shall be deemed to
constitute a waiver of such party's right to exercise such right or remedy or to
insist on full performance in a timely manner of all covenants herein contained.
A waiver of any rights or obligations herein contained shall be expressed in
writing in order to be effective. No waiver of any provision of this Agreement
shall be deemed to be or shall constitute a waiver of any other provision
hereof, nor shall such waiver constitute a condoning waiver unless otherwise
expressly provided.

5.8 Time shall be of the essence of this Agreement and every part thereof.

5.9 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein. The parties hereto hereby irrevocably attorn to the jurisdiction of the
courts of the Province of Ontario for the purposes of any matter arising under
this Agreement.

                                      -13-
<PAGE>
5.10 This Agreement may be executed in one or more counterparts which, when
taken together, shall constitute a single instrument. Facsimile signature of
this Agreement shall constitute valid execution of this Agreement by any party.

5.11 Neither the rights nor obligations of the Indemnifying Parties hereunder
may be assigned or delegated by any Indemnifying Party without the prior written
consent of the Indemnified Parties.

5.12 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal representatives, successors and
assigns.





                                      -14-
<PAGE>
         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.


SIGNED, SEALED AND DELIVERED        )
               in the presence of:  )
                                    )
                                    )
Witness                             )

                                       /s/ Albert J. Latner
                                       ----------------------------------------
                                       Albert J. Latner


                                       SDLCO HOLDINGS LTD.

                                       By: /s/ Michael Latner
                                           ------------------------------------
                                           Name: Michael Latner
                                           Title:


                                       AJLCO REALTY LIMITED

                                       By: /s/ Michael Latner
                                           ------------------------------------
                                           Name: Michael Latner
                                           Title:


                                       MELCO HOLDINGS CORP.

                                       By: /s/ Michael Latner
                                           ------------------------------------
                                           Name: Michael Latner
                                           Title:


                                       EPLCO HOLDINGS LTD.

                                       By: /s/ Michael Latner
                                           ------------------------------------
                                           Name: Michael Latner
                                           Title:


                                       JILCO HOLDINGS LTD.

                                       By: /s/ Michael Latner
                                           ------------------------------------
                                           Name: Michael Latner
                                           Title:



                                      -15-
<PAGE>
                                       DYNACARE INC.

                                       By: /s/ Harvey Shapiro
                                           ------------------------------------
                                           Name: Harvey Shapiro
                                           Title:



















                                      -16-
<PAGE>
                                      GOLDER, THOMA, CRESSEY, RAUNER
                                      FUND V, LP

                                      By: /s/ Donald J. Edwards
                                          ------------------------------------
                                          Name: Donald J. Edwards
                                          Title:


                                      GTCR ASSOCIATES V

                                      By: /s/ Donald J. Edwards
                                          ------------------------------------
                                          Name: Donald J. Edwards
                                          Title:

















                                      -17-
<PAGE>
                                 SCHEDULE 1.1(c)
                          AUDITED FINANCIAL STATEMENTS







<PAGE>
                                 SCHEDULE 1.1(g)
                                   LIABILITIES


As set out in the September 22, 2000 Financial Statements.


















<PAGE>
                                  SCHEDULE 2.4
                          AUTHORIZED AND ISSUED CAPITAL


As set out in the September 22, 2000 Financial Statements.



<PAGE>
                                  SCHEDULE 2.5
                                  SHAREHOLDINGS



    Corporation                                    Number of Dynacare class B
                                                        common shares held
-----------------------                            ---------------------------
Sdlcodyn Inc.                                              2,022,814
Melcodyn Inc.                                              2,045,628
Eplcodyn Holdings Inc.                                     550,740
Eplcodyn Realty Inc.                                       472,344
Jilcodyn Holdings Inc.                                     2,876,814




<PAGE>
                                  SCHEDULE 2.25
                             OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
    Company                              Directors                                       Officers
    -------                              ---------                                       --------
<S>                                  <C>                           <C>
Dynacare Inc.                         Donald J. Edwards             Albert J. Latner -         Chairman
                                      Albert J. Latner              Harvey A. Shapiro -        President
                                      Michael E. Latner             Zbig Biskup -              Senior Vice President
                                      Paul A.D. Mingay                                         Chief Financial Officer
                                      Bruce V. Rauner               Michael E. Latner -        Chief Operating Officer
                                      Harvey A. Shapiro                                        Executive Vice President
                                                                                               Secretary
                                                                    Osama Sherif -             Executive Vice President
Jilcodyn Holdings Inc.                Albert J. Latner              Albert J. Latner -         President
                                                                                               Secretary
Sdlcodyn Inc.                         Albert J. Latner              Steven D. Latner -         President
                                      Steven D. Latner              Michael E. Latner -        Vice President
                                                                                               Secretary
                                                                    Albert J. Latner -         Vice President
Eplcodyn Holdings Inc.                Albert J. Latner              Elise Latner-Assaraf -              President
                                      Elise Latner-Assaraf          Michael E. Latner -        Vice President
                                                                                               Secretary
                                                                    Albert J. Latner -         Vice President
Eplcodyn Realty Inc.                  Albert J. Latner              Elise Latner-Assaraf -              President
                                      Elise Latner-Assaraf          Michael E. Latner -        Vice President
                                                                                               Secretary
                                                                    Albert J. Latner -         Vice President
                                                                    Steven D. Latner -         Vice President
Melcodyn Inc.                         Albert J. Latner              Michael E. Latner -        President
                                      Michael E. Latner                                        Secretary
                                                                    Albert J. Latner -         Vice President

</TABLE>


<PAGE>
                                  SCHEDULE 2.26
                                    DIVIDENDS

Eplcodyn Holdings Inc.

Share redemptions - none

Actual dividends:

o        Eplcodyn declared a series of dividends on its common shares -
         totalling $1,155,000 on November 18, 1999.


Eplcodyn Realty Inc.

Share redemptions - none

Actual dividends:

o        Eplcodyn declared a series of dividends on its common shares totalling
         $1,000,000 on November 18, 1999.


Melcodyn Inc.

Share redemptions - none

Actual dividends:

o        Melcodyn declared a series of dividends on its common shares totalling
         $4,300,000 on November 18, 1999.


Sdlcodyn Inc.

Share redemptions - none

Actual dividends:

o        Sdlcodyn declared a series of dividends on its common shares totalling
         $4,250,000 on November 18, 1999.



<PAGE>
Jilcodyn Holdings Inc.

Actual dividends : none

Share redemptions:


    Date         Number and class of       Aggregate redemption amounts
                   shares redeemed
--------------   -------------------       ----------------------------
August 1, 1997      100 special E                     $460,000
August 1, 1997      100 special F                   $3,338,364
August 1, 1997      100 special G                     $460,058
August 1, 1997      100 special H                  $11,996,029
August 1, 1997      100 special A                            0
August 1, 1997      100 special B                   $2,904,442
August 1, 1997      100 special C                     $616,847
August 1, 1997      100 special D                   $1,763,014















                                       -2-
<PAGE>
                                  SCHEDULE 2.29
                                  BANK ACCOUNTS



<TABLE>
<CAPTION>
     Company                        C/U         Bank          Account No.               Signing Authority
     -------                        ---         ----          -----------               -----------------
<S>                                <C>         <C>           <C>                       <C>
EPLCODYN Realty Inc.                 US         CIBC          03-97512

EPLCODYN Holdings Inc.               US         CIBC          03-97415

MELCODYN Inc.                        US         CIBC          03-97318

SDLCODYN Inc.                        US         CIBC          03-97210

JILCODYN Holdings Inc.               US         CIBC          03-98314

</TABLE>