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                                                                   EXHIBIT 10.15



                              EMPLOYMENT AGREEMENT



         Employment Agreement ("Agreement") dated as of October 20, 1999 by and
between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware Corporation
("TLC" or the "Corporation"), and Renee J. Silver, Esq. who resides at 11 Pine
Drive, Port Washington, NY 11050 ("Executive").

         WHEREAS, TLC Builders wishes to secure the services of the Executive on
the terms and conditions set forth below; and

         WHEREAS, the Executive is willing to accept employment with TLC on such
terms and conditions.

         NOW, THEREFORE, in consideration of their mutual promises and other
adequate consideration, TLC and the Executive do hereby agree as follows:

         1.   EMPLOYMENT. TLC will employ the Executive as Vice President &
              General Counsel, in accordance with the terms and provisions of
              this Agreement.

         2.   DUTIES. The Executive shall be responsible for the day-to-day
              legal affairs of the Corporation and its subsidiaries and shall
              perform such duties as may from time-to-time be assigned by the
              Chief Executive Officer of the Corporation or his designees. The
              Executive shall report directly to the Chairman of the Board, CEO
              of the Corporation or such other officer of the Corporation as the
              Board of Directors may from time-to-time designate. The Executive
              shall devote her full business time, attention and skill to the
              performance of her duties hereunder and to the advancement of the
              business and interests of TLC, subject to limited consulting
              duties to Staff Builders, Inc.

         3.   TERM. This Agreement shall be effective upon execution by TLC and
              the Executive, and shall remain in effect until the third
              anniversary date hereof, unless terminated earlier pursuant to the
              terms hereof.

         4.   COMPENSATION.

         (a)  Salary. The Executive shall be paid a salary of $170,000 per annum
              during the term hereof, payable in weekly installments. The
              Executive's salary will be reviewed by TLC on February 25, 2000
              and on February 25, 2001.


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         (b)  Benefits. The Executive shall be eligible to receive and
              participate in, in accordance with their terms, all health,
              medical or other insurance benefits which TLC provides or makes
              available to its employees.

         (c)  Expenses. TLC shall reimburse the Executive for all reasonable and
              necessary expenses upon submission by the Executive of receipts,
              accounts or such other documents reasonably requested by TLC.

         (d)  Vacation. The Executive shall be entitled to three (3) weeks of
              paid vacation during each twelve (12) month period of employment
              during the term. As of November 1, 1999, the Executive shall be
              entitled to four (4) weeks of vacation during each twelve (12)
              month period of employment during the term.

         (e)  Nothing in this Agreement is intended to cause a reduction in the
              Executive's benefits under any TLC' policy or under any benefit
              plan in which Executive is a participant at the time of the
              execution of this Agreement.

         5.   TERMINATION; RIGHTS AND OBLIGATIONS UPON TERMINATION.

         (a)  If the Executive dies during the Term, then the Executive's
              employment under this Agreement shall terminate. In such event,
              the Executive's estate shall be entitled only to compensation and
              expenses accrued and unpaid as at the date of the Executive's
              death.

         (b)  If, as a result of the Executive's incapacity due to physical or
              mental illness, whether or not job related, the Executive is
              absent from her duties hereunder for 90 consecutive days, or an
              aggregate of 120 days during the Term, the Executive's employment
              hereunder and this Agreement shall terminate. In such event, the
              Executive shall be entitled only to compensation and expenses
              accrued and unpaid as at the date of termination of the
              Executive's employment.

         (c)  The Corporation shall have the right to terminate the Executive's
              employment under this Agreement for Cause. For purposes of the
              Agreement, the Corporation shall have "Cause" to terminate the
              Executive's employment if (i) the Executive assigns, pledges, or
              otherwise disposes of her rights and obligations under this
              Agreement, or attempts to do the same without the prior written
              consent of the Corporation; or (ii) the Executive has been
              insubordinate, has materially breached any of the terms or
              conditions hereof, has engaged in willful misconduct or has acted
              in bad faith; or (iii) the Executive has breached Section 7 of
              this Agreement; or (iv) the Executive has committed a felony or
              perpetrated a fraud against the Corporation. If the Corporation
              terminates this Agreement for Cause, the Corporation's obligations
              hereunder shall cease, except for the Corporation's obligation to
              pay the Executive the compensation and expenses accrued and unpaid
              as of the date of termination in accordance with the provisions
              hereof.


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         (d)  In the event that at any time after a Change of Control (as
              defined below) but prior to the end of twelve (12) months after
              such Change of Control, the Executive is discharged for any reason
              other than for Cause (as defined in (c) above) or resigns for any
              reason (other than due to termination for Cause), the Executive
              shall receive within thirty (30) days after such discharge or
              resignation a lump-sum severance payment equal to 2.99 times her
              average annual base salary. For the purposes of this Section 5,
              "average annual base salary" shall mean the average of Executive's
              annual income in the nature of compensation payable by the Company
              and includible in gross income over the five most recent taxable
              years ending before the Change of Control. Anything contained
              herein to the contrary notwithstanding, for a Change of Control
              occurring before 2002, years considered in the base period for
              calculating "average annual base salary" shall be determined as
              follows:

<TABLE>
<CAPTION>
                                                       Years Considered in
                 Year of Change in Control       Calculating Average Base Salary
                 -------------------------       -------------------------------
<S>                                              <C>
                           1999                             1994-1998
                           2000                             1995-1999
                           2001                             1996-2000
</TABLE>


              A "Change of Control" shall be deemed to occur when a person,
              corporation, partnership, association or entity (i) acquires a
              majority of the outstanding voting securities of TLC or (ii)
              acquires securities bearing a majority of voting power with
              respect to election of directors of TLC or (iii) acquires all or
              substantially all of TLC's assets.

         (e)  Notwithstanding anything to the contrary contained herein, all
              payments owed to the Executive upon termination of this Agreement
              shall be subject to offset by the Corporation for amounts owed to
              the corporation by the Executive hereunder.

         (f)  The obligations of the Corporation and the Executive pursuant to
              this Section 5 shall survive the termination of this Agreement.


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         6.   NOTICES. Any written notice permitted or required under this
              Agreement shall be deemed sufficient when hand delivered or posted
              by certified or registered mail, postage prepaid, and addressed
              to:

         if to Tender Loving Care Health Care Services, Inc.:
                      1983 Marcus Avenue
                      Lake Success, New York 11042
                      Attention: Stephen Savitsky, Chairman

                                       or

         if to the Executive: Renee J. Silver, Esq.
                              11 Pine Drive
                              Port Washington, NY  11050

         Either party may, in accordance with the provisions of this Section,
give written notice of a change of address, in which event all such notices and
requests shall thereafter be given as above provided at such changed address.

         7.   CONFIDENTIALITY OBLIGATIONS; NON-COMPETITION BY EXECUTIVE.

         (a)  The Executive acknowledges that in the course of performing her
              duties hereunder, she will be made privy to confidential and
              proprietary information. The Executive covenants and agrees that
              during the term of this Agreement and at any time after the
              termination of this Agreement, she will not directly or
              indirectly, for her own account or as an employee, officer,
              director, partner, joint venturer, shareholder, investor, or
              otherwise, disclose to others or use for her own benefit or cause
              or induce others to do the same, any proprietary or confidential
              information or trade secrets of TLC.

         (b)  The Executive agrees that, while this Agreement is in effect, and
              for six(6) months following termination of employment, she will
              not, within the United States (A) compete, directly or indirectly
              for her own account or as an employee, officer, director, partner,
              joint venturer, shareholder, investor, or otherwise, with the
              business conducted by TLC; or (B) while this Agreement is in
              effect and for one (1) year following termination of employment
              directly or indirectly solicit or recruit any employee of TLC to
              leave the employ of TLC, or solicit any client or customer of TLC
              to terminate or modify its business relationship with TLC.

         (c)  The foregoing restrictions on the Executive set forth in this
              Section 7 shall be operative for the benefit of TLC and of any
              business owned or controlled by TLC, or any successor or assign of
              any of the foregoing.


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         (d)  Notwithstanding anything herein to the contrary, if the period of
              time or the geographical area specified in this Section 7 should
              be determined to be unreasonable in a judicial proceeding, then
              the period of time and territory of the restriction shall be
              reduced so that this Agreement may be enforced in such area and
              during such period of time as shall be determined to be
              reasonable.

         (e)  The parties acknowledge that any breach of this Section 7 will
              cause TLC irreparable harm for which there is no adequate remedy
              at law, and as a result of this, TLC shall be entitled to the
              issuance of an injunction, restraining order or other equitable
              relief in favor of TLC restraining Executive from committing or
              continuing any such violation. Any right to obtain an injunction,
              restraining order or other equitable relief hereunder shall not be
              deemed a waiver of any right to assert any other remedy TLC may
              have at law or equity.

         (f)  For purposes of this Section 7, the term "TLC" shall refer to the
              Corporation and all of its parents, subsidiaries and affiliated
              corporations.

         8.   JURISDICTION. The Executive and TLC consent to the jurisdiction of
              the New York Supreme Court for a determination of any disputes as
              to any matters whatsoever arising out of or in any way connected
              with this Agreement and authorize the service of process on TLC or
              Executive by registered mail sent to either party at the address
              set forth in Section 6 of this Agreement.

         9.   HANDBOOK GROUP INSURANCE PROGRAM BOOKLET. The Executive
              acknowledges receipt of the TLC Employee Handbook and Group
              Insurance Program booklet (together, the "Handbook"). The terms of
              the Handbook are incorporated herein by reference.

         10.  BINDING EFFECT. This Agreement shall bind and inure to the benefit
              of TLC, its successors and assigns and shall inure to the benefit
              of, and be binding upon, the Executive, her heirs, executors and
              legal representatives.

         11.  SEVERABILITY. The invalidity or unenforceability of any provision
              of this Agreement shall in no way affect the validity or
              enforceability of any other provision, or any part thereof.

         12.  APPLICABLE LAW. This Agreement shall be governed by and construed
              in accordance with the laws of the State of New York.

         13.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
              between the parties hereto pertaining to the subject matter hereof
              and supersedes all prior and contemporaneous agreements,
              understandings, negotiations, and discussions, whether oral or
              written. of the parties.


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         14.  MODIFICATION, TERMINATION OR WAIVER. This Agreement may only be
              amended or modified by a written instrument executed by the
              parties hereto. The failure of any party at any time to require
              performance of any provision of this Agreement shall in no manner
              affect the right of such party at a later time to enforce the
              same.

         15.  INDEMNIFICATION. TLC shall indemnify and hold Executive harmless
              from any and all damages, costs, fees and expenses, including but
              not limited to attorneys' fees, which she may incur as a result of
              any claim against her arising out of her performance of her duties
              under this Agreement provided that she is not found to have
              committed intentional misconduct.


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         IN WITNESS WHEREOF, TLC and the Executive have executed this Employment
Agreement as of the date first above written.

                                    TENDER LOVING CARE HEALTH
                                    CARE SERVICES, INC.



                                    By: /s/ Dale R. Clift
                                       -----------------------------------------
                                       Dale R. Clift, President and Chief
                                       Operating Officer


                                       /s/ Renee J. Silver
                                       -----------------------------------------
                                       Renee J. Silver


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