EXHIBIT
                                              10.2

<PAGE>
                              SETTLEMENT AGREEMENT



                                        I.          PARTIES

       This Settlement Agreement and Release ("Agreement") is
entered into between (1) the United States of America, acting
through its Department of Justice and on behalf of the Office of
Inspector General of the United States Department of Health and
Human Services ("HHS-OIG") (collectively, the "United States")
(2) Staff Builders, Inc., (a Delaware corporation) , Staff
Builders, Inc. (a New York corporation) , Staff Builders
Services, Inc., Staff Builders International, Inc., Staff
Builders Home Health Care Services, Inc., St. Lucie Home Health
Agency, Inc., and Tender Loving Care Health Care Services, Inc.
(as successor in interest to Staff Builders, Inc.) (these
companies are collectively referred to as "Tender Loving Care"),
and (3) Robert G. Pina, Jr., and Sheila R. Pina (the "relators").
Collectively, all of the above will be referred to as "the
Parties."

                                        11.         PREAMBLE

       As a preamble to this Agreement, the Parties agree to the
following:

     A.        Tender Loving Care grants franchises to other
companies which provide, among other things, home health care
services to Medicare recipients.  One such former franchise was
Campo Care, Inc., located in or near Port St. Lucie, Florida, and
during the relevant time period it operated as a management
company providing home health care services to Medicare
recipients in and near Port St. Lucie, Florida. During the period
in or about 1990 to September 1996 Tender Loving Care submitted
claims to the Medicare program ("Medicare") , Title XVIII of the
Social Security Act, 42 U.S.C. 1395-1395ddd(1997), which included
claimed costs of Campo Care, Inc. for providing home health
services. In September 1996, Tender Loving Care purchased back
the franchise from Campo Care, Inc.

     B.       Robert G. Pina, Jr., and Sheila R. Pina are individual
residents of Florida.  On or about September 23, 1996, the
relators filed a qui tam action in a United States District Court
entitled United States ex rel. Pina v. Staff Builders, Inc., et
al., Civ. No. 96-86664 (S.D. Fla.) ("the Civil Action"). Mrs.
Pina is a former employee of Campo Care, Inc. and a current
employee of Tender Loving Care.

     C.       Tender Loving Care submitted or caused to be submitted
claims for payment to Medicare.

     D.       The United States contends that it has certain civil
claims against Tender Loving Care under the False Claims Act, 31
U.S.C. 3729-3733, and other federal statutes and/or common law
doctrines as specified herein, for engaging in the following
conduct as to services provided by Campo Care, Inc. and paid by
Medicare during the period between in or about 1990 to September
1996: (1) submitting claims for unallowable costs incurred to pay
medical doctors and/or others in exchange for referrals of
patients to receive home health care services (i.e. payment of
salaries of nurses or others to be stationed in the offices of
such medical doctors, expenses for vacations or trips taken by
such medical doctors, and other gratuities) ; (2) submitting
claims for fictitious or excessive vehicle mileage costs; (3)
submitting inflated and false lease costs for equipment and
office supplies; (4) submitting claims for unallowable costs for
salaries and related expenses of persons not providing home
health care services; (5) submitting claims for unallowable costs
associated with a tackle and bait shop owned by Mr. Campo that
were not incurred in connection with providing medical services;
and (6) submitting claims for unallowable costs for improper or
excessive bonuses (hereinafter collectively referred to as the
"Covered Conduct"). However, the Covered Conduct specifically
does not include the allegations regarding Medicaid in the
relators' qui tam complaint.

     E.       The United States also contends that it has certain
administrative claims against Tender Loving Care under the
provisions for permissive exclusion from the Medicare, Medicaid
and other federal health care programs, 42 U.S.C. 1320a-7(b),
and the provisions for civil monetary penalties, 42 U.S.C.
1320a-7, for the Covered Conduct.

     F.      Tender Loving Care denies the contentions of the United
States, as set forth in Paragraphs D & E above. Tender Loving
Care also denies the allegations in the relators'  qui tam
complaint.

       G. To avoid the delay, uncertainty, inconvenience, and
expense of protracted litigation of these claims, the Parties
reach a full and final settlement as set forth below.

                             III. TERMS AND CONDITIONS


       NOW, THEREFORE, in consideration of the mutual promises,
covenants and obligations set forth below, and for good and
valuable consideration as stated herein, the Parties agree as
follows:

     1.      Tender Loving Care agrees to pay the total sum of one
million four hundred thousand dollars ($1,400,000.00) (hereafter
the "Settlement Amount"). The payments for the settlement amount
shall be made as follows: Tender Loving Care hereby releases,
relinquishes, and transfers to the United States all interest in
one million four hundred thousand dollars ($1,400,000.00) of
suspended Medicare payments held by United Government Services,
LLC, its Medicare fiscal intermediary, which have been withheld
from payment to Tender Loving Care pursuant to the notice of
suspension dated May 5, 1999. Upon execution of this Agreement,
the suspended payments will be applied to satisfy Tender Loving
Care's payment obligations under this Agreement, and any excess


withholdings will be remitted to Tender Loving Care in accordance
with 42 1C. F. R.  405.372 (e)

        2.                        Tender Loving Care further agrees that:

          a.         The payment obligations described in Paragraph 1
of this Agreement shall be binding upon all of the entities
collectively referenced above as Tender Loving Care; and

          b.         This Agreement, and the obligations imposed
herein, shall be binding upon all successors, transferees, heirs
and assigns of Tender Loving Care (except that with respect to
the Corporate Integrity Agreement (CIA) with HHS-OIG, attached as
Exhibit A, the CIA is subject to any limitations contained in the
CIA as to successors, transferees, heirs and assigns of Tender
Loving Care).

     3.      Subject to the exceptions in Paragraphs 6 & 8 below, in
consideration of the obligations of Tender Loving Care set forth
in this Agreement, and subject to Paragraph 18 below (regarding
bankruptcy), the United States, on behalf of itself, its
officers, agents, agencies and departments, hereby releases for
the Covered Conduct Tender Loving Care and its present or former
directors, officers and employees (subject to the limitations in
paragraph 6 below) from any civil or administrative monetary
claims that the United States has or may have under the False
Claims Act, 31 U.S.C.  3729-3733, the Program Fraud Civil
Remedies Act, 31 U.S.C.  3801-3812, the Civil Monetary
Penalties Law, 42 U.S.C. S 1320a-7a, or the common law theories
of payment by mistake, unjust enrichment, and fraud.

     4.      In consideration of the obligations of Tender Loving
Care set forth in this Agreement, and subject to Paragraph 18
below (regarding bankruptcy), the HHS-OIG agrees to release and
refrain from instituting, directing or maintaining any
administrative claim or any action seeking exclusion from the
Medicare, Medicaid or other Federal health care programs (as,
defined in 42 U.S.C.  1320a-7b(f)) against Tender Loving Care
and its present or former directors, officers and employees under
42 U.S.C.  1320a-7a (Civil Monetary Penalties Law), or 42 U.S.C.
132Oa-7(b) (permissive exclusion), for the Covered Conduct,
except as reserved in Paragraph 6 herein, and as reserved in this
Paragraph. The HHS-OIG expressly reserves all rights to comply
with any statutory obligations to exclude Tender Loving Care from
the Medicare, Medicaid and other Federal health care programs
under 42 U.S.C.  1320a-7(a)(mandatory exclusion) based upon the
Covered Conduct. Nothing in this Paragraph precludes the HHS-OIG
from taking action against entities or persons, or for conduct
and practices, for which civil claims have been reserved in
Paragraph 6, below.

     5.       The United States agrees to pay the relators, jointly,
$252,000 as their share of the proceeds of the Civil Action,
pursuant to 31 U.S.C.  3730(d)(1). Upon receipt of payment, the
relators, and their attorneys, agree to release the United
States, its officers, agents, and employees, from any liability

related to the filing of the Civil Action, including any claims
arising under 31 U.S.C.  3730(c) (5), (d), and (d) (1) ; and
relators agree to release Tender Loving Care and its present and
former directors, officers, and employees from any liability
relating to all causes of action raised or could have been raised
in the Civil Action. This Agreement does not resolve claims the
relators may have against Tender Loving Care for attorneys' fees,
costs, and other reasonable expenses, pursuant to 31 U.S.C.
3730(d), which shall be separately negotiated between the
relators and Tender Loving Care. In addition, the relators, and
their attorneys, agree that this settlement is fair, adequate and
reasonable, and that they will not challenge the settlement or
this Agreement pursuant to 31 U.S.C. S 3730(d).

     6.       Notwithstanding any term of this Agreement,
specifically reserved and excluded from the scope and terms of
this Agreement as to any entity or person (including each of the
Tender Loving Care entities described herein) are any and all of
the following:

               (1) Any civil, criminal or administrative claims
arising under Title 26, United States Code (Internal Revenue
Code);

               (2) Any criminal liability;

               (3) Except as explicitly stated in this Agreement, any
administrative liability, including mandatory exclusion from
Federal health care programs;

               (4) Any liability to the United States (or its
agencies) for any conduct not described in the Covered Conduct;

               (5) Any Medicaid claims;

               (6) Any claims based upon such obligations as are
created by this Agreement;

               (7) Any express or implied warranty claims or other
claims for defective or deficient products or services, including
quality of goods and services, provided by Tender Loving Care;
and/or

               (8) Any civil or administrative claims against
individuals, including present or former directors, officers, or
employees of Tender Loving Care who have been or at any time in
the future (a) receive target letters from a criminal prosecutor,
(b) are criminally indicted or charged, (c) are convicted of a
crime, or (d) enter into a criminal plea agreement, related in
any manner to the Covered Conduct.

     7.       Tender Loving Care has entered into a Corporate
Integrity Agreement (CIA) with HHS-OIG, attached as Exhibit A,
which is incorporated into this Agreement by reference. Tender
Loving Care will upon execution of this Agreement begin to
implement its obligations under the CIA.


     8.      Tender Loving Care has provided sworn financial
disclosure statements ("Financial Statements") to the United
States and the United States has relied on the accuracy and
completeness of those Financial Statements in reaching this
Agreement. Tender Loving Care warrants that the Financial
Statements were thorough, accurate, and complete in all material
respects at the time they were provided and that there has been
no material change which has been undisclosed in writing to the
Civil Division, Department of Justice in the financial condition
of Tender Loving Care as of the date of this Agreement. Tender
Loving Care further warrants that it does not own or have a
material interest in any assets which have not been disclosed in
the Financial Statements or subsequent written disclosures to the
Civil Division, and that Tender Loving Care has made no material
misrepresentations on, or in connection with, the Financial
Statements. In the event the United States learns of asset(s) in
which Tender Loving Care had a material interest at the time of
this Agreement which were not disclosed in the Financial
Statements or subsequent written disclosures to the Civil
Division, Department of Justice, or in the event the United
States learns of a material misrepresentation by Tender Loving
Care, on, or in connection with, the Financial Statements, and in
the event such non-disclosure or misrepresentation changes the
estimated net worth of Tender Loving Care set forth on the
Financial Statements by one hundred thousand dollars
($100,000.00) or more, the United States may at its option: (1)
rescind this Agreement and file suit or reinstate its suit upon
the underlying claims described above; or (2) let the Agreement
stand and collect the full Settlement Amount plus one hundred
percent (100%) of the value of the net worth of Tender Loving
Care previously undisclosed up to two million dollars
($2,000,000). Tender Loving Care agrees not to contest any
collection action undertaken by the United States pursuant to
this provision, except as to the issues of whether there had been
such a non-disclosure or misrepresentation by Tender Loving Care.

     9.       In the event that the United States, pursuant to
paragraph 8, above, opts to rescind this Agreement, Tender Loving
Care expressly agrees not to plead, argue or otherwise raise any
defenses under the theories of statute of limitations, laches,
estoppel or similar theories, to any civil or administrative
claims which (1) are filed by the United States within 60
calendar days of written notification to Tender Loving Care that
this Agreement has been rescinded, and (2) relate to the Covered
Conduct, except to the extent these defenses were available on or
before September 23, 1996.

     10.      Tender Loving Care waives and will not assert any
defenses that it may have to any legal proceeding (i.e., criminal
prosecution or administrative actions) relating to the Covered



<PAGE>
Conduct, which defenses may be based in whole or in part on the
Double Jeopardy or Excessive Fines Clause of the Constitution or
the holding or principles set forth in United States v. Halper,
490 U.S. 435 (1989), and Austin v. United States, 509 U.S. 602 (1997),
and agrees that this Settlement is not punitive in nature or
effect for purposes of such legal proceeding. Nothing in this
paragraph or any other provision of this Agreement constitutes an
agreement by the United States concerning the characterization of
the Settlement Amount for purposes of the Internal Revenue Laws,
Title 26 of the United States Code.

     11.       Tender Loving Care fully and finally releases the
United States, its agencies, employees, servants, and agents from
any claims (including attorneys fees, costs, and expenses of
every kind and however denominated) which Tender Loving Care has
asserted, could have asserted, or may assert in the future
against the United States, its agencies, employees, servants, and
agents, related to the Covered Conduct and the United States,
investigation and prosecution thereof.

     12.       Although the United States does not believe that
Tender Loving Care is entitled to any award of restitution, the
Parties agree that should Tender Loving Care be awarded any
compensation or payment in any criminal proceeding for being an
alleged victim of fraud or misconduct by Mr. Jack Campo, Campo
Care, Inc. or others convicted of crimes relating to the Covered
Conduct, Tender Loving Care shall not accept such funds but shall
direct that such funds be paid to the United States in accordance
with instructions by the United States Attorney's Office.

     13.       The Settlement Amount that Tender Loving Care must pay
pursuant to this Agreement will not be decreased as a result of
the denial of claims for payment now being withheld from payment
by any Medicare carrier or intermediary, any payer for other
Federal health care programs or any State payer, related to the
Covered Conduct; and Tender Loving Care agrees not to resubmit to
any Medicare carrier or intermediary, any payer for others
Federal health care programs, or any State payer any previously
denied claims related to the Covered Conduct, and agrees not to
appeal any such denials of claims.

     14.       Tender Loving Care agrees that all costs (as defined
in the Federal Acquisition Regulations ("FAR") S 31.205-47 and in
Titles XVIII and XIX of the Social Security Act, 42 U.S.C.
1395-1395ggg (1997) and 1396-1396v (1997), and the regulations
promulgated thereunder) incurred by or on behalf of Tender Loving
Care and its present or former directors, officers, employees,
shareholders, and agents in connection with: (1) the matters
covered by this Agreement, (2) the Government's audit(s) and
civil and any criminal investigation(s) of the matters covered by
this Agreement, (3) Tender Loving Care's investigation, defense,
and corrective actions undertaken in response to the Government's



<PAGE>
audit(s) and civil and any criminal investigation(s) in
connection with the matters covered by this Agreement (including
attorney's fees), (4) the negotiation of this Agreement and the
CIA, (5) the payments made pursuant to this Agreement (and
attorneys (i) fees paid to the relators or their counsel), and
(6) the obligations under the CIA to (i) perform Review
Procedures as described in the CIA (except to the extent that
such Review Procedures are performed by Tender Loving Care), and
(ii) prepare and submit reports to the HHS-OIG, are unallowable
costs on Government contracts and under the Medicare program,
Medicaid program, or any other Federal health care program
(hereafter, "unallowable costs"). These unallowable costs will be
separately determined and accounted for in a non-reimbursable
cost center by Tender Loving Care, and Tender Loving Care will
not charge such unallowable costs directly or indirectly to any
contracts with the United States or any state Medicaid program,
or seek payment for such unallowable costs through any cost
report, cost statement, information statement or payment request
submitted by Tender Loving Care or any of its affiliates or
subsidiaries to the Medicare, Medicaid, any other Federa1 health
care programs.

       Tender Loving Care further agrees that within sixty (60)
days of the effective date of this Agreement, it will identify to
applicable Medicare and Tricare fiscal intermediaries, carriers
and/or contractors, and Medicaid or other Federal health care
program fiscal agents, any unallowable costs (as defined in this
paragraph) included in payments previously sought f rom the
United States, or any State Medicaid Program, including, but not
limited to, payments sought in any cost reports, cost statements,
information reports, or payment requests already submitted by
Tender Loving Care, or any of their affiliates or subsidiaries,
and will request, and agree, that such cost reports, cost
statements, information reports or payment requests, even if
already settled, be adjusted to account for the effect of the
inclusion of the unallowable costs. Tender Loving Care agrees
that the United States will be entitled to recoup from Tender
Loving Care any overpayment as a result of the inclusion of such
unallowable costs on previously-submitted cost reports,
information reports, cost statements or requests for payment. Any
payments due after the adjustments have been made shall be paid
to the United States pursuant to the direction of the Department
of Justice, and/or the affected agencies. The United States
reserves its rights to disagree with any calculations submitted
by Tender Loving Care or any of its affiliates or subsidiaries on
the effect of inclusion of unallowable costs (as defined in this
paragraph) on Tender Loving Care or any of its affiliates or
subsidiaries, cost reports, cost statements or information
reports. Nothing in this Agreement shall constitute a waiver of
the rights of the United States to examine or reexamine the
unallowable costs described in this Paragraph.

     15.       Tender Loving Care covenants to cooperate fully and
truthfully with the United States, investigation of individuals
and entities not specifically released in this Agreement, for the
Covered Conduct. Upon reasonable notice, Tender Loving Care will
make reasonable efforts to facilitate access to, and encourage
the cooperation of, its present or former directors, officers,
and employees for interviews and testimony, consistent with the
rights and privileges of such individuals, and will furnish to
the United States, upon reasonable request, all non-privileged
documents and records in its possession, custody or control
relating to the Covered Conduct.

     16.       This Agreement is intended to be for the benefit of
the Parties only, and by this instrument the Parties do not
release any claims against any other person or entity. Any
amounts described in this Agreement are not intended to have any
effect upon any other claim whatsoever with respect to third
Parties, including but not limited to the other named defendants
in the related qui tam lawsuit filed by the relators.

     17.       Tender Loving Care agrees that it will not seek
payment for any of the health care billings covered by this
Agreement from any health care beneficiaries or intermediaries or
its parents or sponsors. Tender Loving Care waives any causes of
action against these beneficiaries or their parents or sponsors
based upon the claims for payment covered by this Agreement.

     18.       The Parties expressly warrant that, in evaluating
whether to execute this Agreement, the Parties (i) have intended
that the mutual promises, covenants and obligations set forth
herein constitute a contemporaneous exchange for new value given
to Tender Loving Care within the meaning of 11 U.S.C. S
547(c)(1), and (ii) have concluded that these mutual promises,
covenants and obligations do, in fact, constitute such a
contemporaneous exchange. In the event that Tender Loving Care
(which includes any one of the entities defined above to be
included in the definition of Tender Loving Care) commences, or a
third party commences, within 91 days of the date of this
Agreement, any case, proceeding, or other action (a) under any
law relating to bankruptcy, insolvency, reorganization or relief
of debtors, seeking to have any order for relief of Tender Loving
Care's debts, or seeking to adjudicate Tender Loving Care as
bankrupt or insolvent, or (b) seeking appointment of a receiver,
trustee, custodian or other similar official for Tender Loving
Care or for all or any substantial part of Tender Loving Care's
assets, Tender Loving Care agrees as follows:

          a.         Tender Loving Care's obligations under this
Agreement may not be avoided pursuant to 11 U.S.C. Section 547,
and Tender Loving Care will not argue or otherwise take the
position in any such case, proceeding or action that: Tender
Loving Care's obligations under this Agreement may be avoided
under 11 U.S.C. Section 547; (ii) Tender Loving Care was
insolvent at the time this Agreement was entered into, or became
insolvent as a result of the payment made to the United States
hereunder; or (iii) the mutual promises, covenants and
obligations set forth in this Agreement do not constitute a
contemporaneous exchange for new value given to Tender Loving
Care.

          b.         In the event that Tender Loving Care's obligations
hereunder are avoided for any reason, including, but not limited
to, through the exercise of a trustee's avoidance powers under
the Bankruptcy Code, the United States, at its sole option, may
rescind the releases in this Agreement, and bring any civil
and/or administrative claim, action or proceeding against Tender
Loving Care for the claims that would otherwise be covered by the
releases provided for in this Agreement. If the United States
chooses to do so, Tender Loving Care agrees that any such claims,
actions or proceedings brought by the United States (including
any proceedings to exclude Tender Loving Care from participation
in Medicare, Medicaid, or other Federal health care programs) are
not subject to an "automatic stay" pursuant to 11 U.S.C. Section
362(a) as a result of the action, case or proceeding described in
the first clause of this Paragraph, and that Tender Loving Care
will not argue or otherwise contend that the United States,
claims, actions or proceedings are subject to an automatic stay;
(ii) that Tender Loving Care will not plead, argue or otherwise
raise any defenses under the theories of statute of limitations,
laches, estoppel or similar theories, to any such civil or
administrative claims, actions or proceeding which are brought by
the United States within 60 calendar days of written notification
to Tender Loving Care that the releases herein have been
rescinded pursuant to this Paragraph, except to the extent such
defenses were available on or before September 23, 1996; and
(iii) will not contest that the United States has a valid claim
against Tender Loving Care in the amount of $3 million, and the
United States may pursue its claim, inter alia, in the case,
action or proceeding referenced in the first clause of this
Paragraph, as well as in any other case, action, or proceeding.

               c.     Tender Loving Care acknowledges that its
agreements in this Paragraph are provided in exchange for
valuable consideration provided in this Agreement.

        19. Unless otherwise agreed to in writing between or among
any of the Parties, each Party to this Agreement will bear its
own legal and other costs incurred in connection with this
matter, including the preparation and performance of this
Agreement.


     20.       Tender Loving Care and the relators represent that
this Agreement is freely and voluntarily entered into without any
degree of duress or compulsion whatsoever.

     21.       This Agreement is governed by the laws of the United
States. The Parties agree that, except for matters arising under
the CIA, the exclusive jurisdiction and venue for any dispute
arising between and among the Parties under this Agreement will
be the United States District Court for the Southern District of
Florida, where the Civil Action was filed. Any issue arising
under the CIA will be handled in accordance with the Disputes
Resolution provision of the CIA.

        22. Promptly after this Agreement is executed, the United
States shall file a notice with the district court that the
United States is partially intervening in the Civil Action only
with respect to Staff Builders, Inc. and Staff Builders Home
Health Care, Inc. relating to Medicare allegations, and that the
United States, relators and defendants Tender Loving Care have
entered into a Settlement Agreement with said two defendants. The
notice of dismissal will state that the court retains
jurisdiction of this case for the purpose of enforcing the terms
of the Settlement Agreement. The notice of dismissal also shall
state that all of the relators' claims and causes of action are
hereby dismissed with prejudice as to defendants Staff Builders,
Inc. and Staff Builders Home Health Care, Inc., and that the
Covered Conduct against these two named defendants is dismissed
with prejudice as to the United States. Any claims of the United
States or the State of Florida regarding Medicaid will be
dismissed without prejudice as to the United States and the State
of Florida. The Parties agree that the court will retain
jurisdiction regarding enforcement of this Agreement.

     23.       This Settlement Agreement and the CIA that is
incorporated herein by reference constitute the complete
agreement between the Parties that involves the United States or
any of its agencies. This Agreement may not be amended except by
written consent of the Parties, except that only Tender Loving
Care and HHS-OIG must agree in writing to modification of the
CIA, as specified in the CIA.

     24.       The undersigned individuals signing this Agreement on
behalf of Tender Loving Care and the relators represent and
warrant that they are authorized by those Parties to execute this
Agreement. The undersigned United States signatories represent
that they are signing this Agreement in their official capacities
and that they are authorized to execute this Agreement.

        25. This Agreement may be executed in counterparts, each of
which constitutes an original and all of which constitute one and
the same agreement.

       26.      This Agreement is effective on the date of signature
  of the last signatory to the Agreement.




THE UNITED STATES-OF AMERICA

DAVID W. OGDEN
Acting Assistant Attorney General

GUY A. LEWIS
United States Attorney
Southern District of Florida

Dated: 8/30/00                                     By: /s/ Laurie E. Rucoba
                                                   LAURIE E. RUCOBA
                                                   Assistant United States
Attorney
                                                   500 East Broward Boulevard
                                                   Suite 700
                                                   Ft. Lauderdale, Florida 33394
                                                   Bar No. A5500052
                                                   Telephone: (954) 356-7314
                                                   X3613
                                                   Facsimile: (954) 356-7190


Dated: 8/30/00                                     By: /s/ Joel D. Hesch
                                                   JOEL D. HESCH
                                                   Trial Attorney
                                                   Commercial Litigation Branch
                                                   Civil Division
                                                   U. S. Department of Justice

Dated: 8/24/00                                     By: /s/ Lewis Morris
                                                   LEWIS MORRIS
                                                   Assistant Inspector General
                                                   for Legal Affairs
                                                   Office of Counsel to the
                                                   Inspector General
                                                   Office of Inspector General
                                                   U.S. Department of Health and
                                                   Human Services


<PAGE>
        THE RELATORS Robert G. Pina. Jr., and Sheila R. -Pina


/s/ Gary Roberts                                   Dated: 8/21/00
GARY ROBERTS, Esq.
Counsel for Mr. and Mrs. Pina


<PAGE>
                         Tender Loving Care (COLLECTIVELY)

/s/ Frederick Robinson
FREDERICK ROBINSON, ESQ.
Fulbright & Jaworski, L.L.P.
Dated: August 25, 2000

  Counsel for Staff Builders, Inc. (a New York corporation),
  Staff Builders Services, Inc., Staff Builders International,
  Inc., Staff Builders Rome Health Care Services, Inc., St. Lucie
  Home Health Agency, Inc., and Tender Loving Care Health Care
  Services, Inc.

TOTAL P.02


<PAGE>
Tender Loving Care/Staff Builders, Inc. (a New York corporation)

/s/ Dale R. Clift                                  Dated: 8/21/oo
DALE R. CLIFT
President and Chief Operating Officer
Tender Loving Care/Staff Builders, Inc. (a New York corporation)


<PAGE>
               Staff Builders, Inc. (a Delaware corporation)

/s/ Stephen Savitsky                                       Dated: 8/21/00
STEPHEN SAVITSKY Chief Executive Officer
Staff Builders, Inc. (a Delaware corporation)

On behalf of Staff Builders, Inc. (a Delaware corporation)