EXHIBIT

                                  10.1
                         SETTLEMENT AGREEMENT

                               I.     PARTIES

     This Settlement Agreement ("Agreement") is entered into
between the United States of America, acting through the
United States Department of Justice and on behalf of the
Office of Inspector General ("OIG-HHS") of the Department of
Health and Human Services ("HHS") (collectively the "United
States"); and Staff Builders, Inc. ("SBI") and Tender Loving
Health Care Services, Inc., ("TLHCSI"), on behalf of
themselves and Albert Gallatin Visiting Nurse Association
("AGVNA") (hereafter collectively referred to as "the
Parties"), through their authorized representatives.

                              II.   PREAMBLE

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

            A.    AGVNA is a business that provided nursing
            services in the home.  AGVNA charged certain
            services to Medicare through a cost report. It
            also attempted to develop a separate computer
            business called Atlantic West.

            B.    The United States contends that, between
            1987 and 1989, AGVNA submitted or caused to be
            submitted claims for payment to the Medicare
            Program ("Medicare"), Title XVIII of the Social
            Security Act, 42 U.S.C. 1395-1395ddd (1997).

            C.    The United States contends that it has
            certain civil and administrative claims against
            SBI/TLHCSI/AGVNA and its successors in interest
            under the False Claims Act, 31 1 J.S.C.
            3729-3733, other federal statutes and/or common
            law doctrines, for engaging in the following
            conduct during the period from 1987 to 1991: (1)
            improperly including certain costs associated
            with AGVNA's related computer business, Atlantic
            West Services, in AGVNA cost reports submitted to
            Independence Blue Cross, the government's
            Medicare fiscal intermediary, for payment by
            federal funds; and (2) submitting false
            statements to the United States or its fiscal
            intermediary, in support of those Atlantic West
            Services costs. The United States further
            contends that the submission of the cost reports
            for 1987-1991 by AGVNA, including the Atlantic
            West Services costs, causing an overpayment of
            Medicare funds by Independence Blue Cross, gives
            rise to civil claims by the United States at
            common-law and in equity. Subsequently, SBI
            acquired the assets of AGVNA and acknowledges
            that it would be responsible for any liability
            which AGVNA may have to the United States for the
            Covered Conduct. Thereafter, TLHCSI acquired the
            assets of AGVNA from SBI. All of the allegations
            contained in this paragraph are hereinafter
            referred to as "Covered Conduct."

            D.    The SBI/TLHCSI/AGVNA denies the contentions
            of the United States in Paragraph C, above, and
            further denies any liability or wrongdoing in
            this matter.

            E. In order 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.  SBI/TLHCSI/AGVNA agrees to pay to the United
States $608,812 (the Settlement Amount"), as follows: Upon
the execution of this agreement, SBI/TLHCSI/AGVNA shall make
payments to the United States according to the following
schedule. Each payment shall include interest, at the 52
week Treasury bill rate in effect on the date of the
payment, on the amount of principal outstanding at the time
of each payment.

SBI/TLHCSI/AGVNA agrees to make each payment of the
Settlement Amount by electronic funds transfer pursuant to
written instructions to be provided by the United States
Attorneys Office for the Eastern District of Pennsylvania.

                                       Principal Balance
                     Payment of        Remaining Upon
Date                 Principal         Which Interest is Due

Execution Date       $50,734.33           $558,077.67
1st Month            $50,734.33           $507,343.34
2nd Month            $50,734.33           $456,609.01
3rd Month            $50,734.33           $405,874.68
4th Month            $50,734.33           $355,140.35
5th Month            $50,734.33           $304,406.02
6th Month            $50,734.33           $253,671.69
7th Month            $50,734.33           $202,937.36
8th Month            $50,734.33           $152,203.03
9th Month            $50,734.33           $101,468.70
10th Month           $50,734.33            $50,734.37
11th Month           $50,734.33                 $0


            The first payment of $50,734.33 shall be paid to
the United States within five business days of the execution
of this settlement agreement.

          2.  Subject to the exceptions in Paragraph 4
below, in consideration of the obligations of
SBI/TLHCSI/AGVNA set forth in this Agreement, conditioned
upon SBI/TLHCSI/AGVNA's payment in full of the Settlement
Amount, and subject to Paragraph 7, below (concerning
bankruptcy proceedings commenced within 91 days of any
payment under this Agreement), the United States (on behalf
of itself, its officers, agents, agencies and departments)
agrees to release SBI/TLHCSI/AGVNA, together with its
current and former parent corporations, each of its direct
and indirect subsidiaries, brother or sister corporations,
divisions, current and former owners, officers, directors,
employees, agents, affiliates, and the successors and
assigns of any of them from all civil and administrative
monetary claims the United States has or may have under the
False Claims Act, 31 U.S.C. - 3729-3733; the Civil Monetary
Penalties Law, 42 U.S.C. 1320a-7a; the Program Fraud Civil
Remedies Act, 31 U.S.C. 3801-3812; or the common law
including, but not limited to the common law theories of
payment by mistake, unjust enrichment, breach of contract
and fraud or UNDER any other statute creating causes of
action for civil or administrative damages or penalties
based on the Covered Conduct.

            3. In consideration of the obligations of
SBI/TLHCSI/AGVNA set forth in this Agreement, conditioned upon
SBI/TLHCSI/AGVNA's payment in full of the Settlement Amount,
and subject to Paragraph 7, below (concerning bankruptcy
proceedings commenced within 91 days of any payment under this
Agreement), the OIG-HHS agrees to release and refrain from
instituting, directing or maintaining any administrative claim
or action seeking exclusion from the Medicare, Medicaid or
other Federal health care programs (as defined in 42 U. S. C.
1320a-7b(f)) against SBI/TLHCSI/AGVNA, its current and former
parent corporations, each of its direct and indirect
subsidiaries, brother or sister corporations, divisions,
current and former owners, officers, directors, employees,
agents, affiliates and the successors and assigns of any of
them under 42 U.S.C. 1320a-7a (Civil Monetary Penalties Law),
or 42 U.S.C. 1320a-7(b) (permissive exclusion), for the
Covered Conduct, except as reserved in Paragraph 4, below.

           4.  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
SBI/TLHCSI/AGVNA) are any and all of the following:

                  (1)   Any civil, criminal or administrative
                        claims arising under Title
                        26, U.S. Code (Internal Revenue Code);

                  (2)   Any criminal liability;

                  (3)   Any administrative liability for
                        mandatory exclusion-from Federal
                        health care programs;

                  (4)   Any liability to the United States (or
                        its agencies) for any conduct other
                        than the Covered Conduct;

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

                  (6)   Any express or implied warranty claims
                        or other claims for defective or
                        deficient products or services,
                        including quality of goods and
                        services, provided by
                        SBI/TLHCSI/AGVNA;

                  (7)   Any claims based on a failure to
                        deliver items or services due.

            5.  SBI/TLHCSI/AGVNA 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.  SBI/TLHCSI/AGVNA warrants that the Financial
Statements are thorough, accurate, and complete.
SBI/TLHCSI/AGVNA further warrants that it does not own or have
an interest in any assets which have not been disclosed in the
Financial Statements, and that SBI/TLHCSI/AGVNA has made no
misrepresentations on, or in connection with, the Financial
Statements. In the event the United States learns of asset(s)
in which SBI/TLHCSI/AGVNA had an interest at the time of this
Agreement which were not disclosed in the Financial
Statements, or in the event the United States learns of a
misrepresentation by SBI/TLHCSI/AGVNA on, or in connection
with, the Financial Statements, and in the event such
nondisclosure or misrepresentation changes the estimated net
worth of SBI/TLHCSI/AGVNA set forth on the Financial
Statements  by fifty thousand dollars ($50,000) or more, the
United States may at its option: (1) rescind this Agreement
and file suit upon the underlying claims described in
paragraph C 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 SBI/TLHCSI/AGVNA previously
undisclosed. SBI/TLHCSI/AGVNA agrees not to contest any
collection action undertaken by the United States pursuant to
this provision.

            6.  In the event that the United States,
pursuant to paragraph 5, above, opts to rescind this
Agreement, SBI/TLHCSI/AGVNA 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 30 calendar days of written
notification to SBI/TLHCSI/AGVNA that this Agreement has been
rescinded, and (2) relate to the Covered Conduct, except to
the extent these defenses were available on the effective date
of the settlement.

           7.  In the event SBI/TLHCSI/AGVNA commences, or a
thirty party commences, within 91 days of the effective 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 SBI/TLHCSI/AGVNA's debts, or seeking to
adjudicate SBI/TLHCSI/AGVNA as bankrupt or insolvent, or (b)
seeking appointment of a receiver, trustee, custodian or other
similar official for SBI/TLHCSI/AGVNA or for all or any
substantial part of SBI/TLHCSI/AGVNA's assets,
SBI/TLHCSI/AGVNA agrees as follows:

            (a)   SBI/TLHCSI/AGVNA's obligations under this
            Agreement may not be avoided pursuant to 11 U.S.C.
            Section 547, and SBI/TLHCSI/AGVNA will not argue
            or otherwise take the position in any such case,
            proceeding or action that: (1) SBI/TLHCSI/AGVNA's
            obligations under this Agreement may be avoided
            under 11 U.S.C. Section 547; (ii) SBI/TLHCSI/AGVNA
            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 SBI/TLHCSI/AGVNA.

            (b)   In the event that SBI/TLHCSI/AGVNA'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
            SBI/TLHCSI/AGVNA for the claims that would
            otherwise be covered by the releases provided in
            Paragraphs 2 and above. If the United States
            chooses to do so, SBI/TLHCSI/AGVNA agrees that (i)
            any such claims, actions or proceedings brought by
            the United States (including any proceedings to
            exclude SBI/TLHCSI/AGVNA 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
            SBI/TLHCSI/AGVNA  will not argue or otherwise
            contend that the United States' claims, actions or
            proceedings are subject to an automatic stay; (ii)
            that SBI/TLHCSI/AGVNA 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 30
            calendar days of written notification to
            SBI/TLHCSI/AGVNA that the releases herein have
            been rescinded pursuant to this Paragraph, except
            to the extent such defenses were available on the
            effective date of the Settlement Agreement; and
            (iii) the United States has a valid claim against
            SBI/TLHCSI/AGVNA in the amount of $1,100,000, 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.
            SBI/TLHCSI/AGVNA acknowledges that its agreements
            in this Paragraph are provided in exchange for
            valuable consideration provided in this Agreement.

          8.  SBI/TLHCSI/AGVNA waives and will not assert
any defenses.  SBI/TLHCSI/AGVNA may have to any criminal
prosecution or administrative action relating to the Covered
Conduct, which defenses may be based in whole or in part on
a contention that, under the Double Jeopardy Clause in the
Fifth Amendment of the Constitution, or under the Excessive
Fines Clause in the Eighth Amendment of the Constitution,
this Settlement bars a remedy sought in such criminal
prosecution or administrative action. SBA/AGVNA agrees that
this settlement is not punitive in purpose or effect for
purposes of such criminal prosecution or administrative
action. 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.

           9.  SBI/TLHCSI/AGVNA 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 SBI/TLHCSI/AGVNA
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.

           10. The Amount that SBI/TLHCSI/AGVNA must pay
pursuant to this Agreement by electronic wire transfer
pursuant to Paragraph 1 above 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; and
SBI/TLHCSI/AGVNA agrees not to resubmit to any Medicare
carrier or intermediary or any State payer any previously
denied claims related to the Covered Conduct, and agrees not
to appeal any such denials of claims.

          11. SBI/TLHCSI/AGVNA agrees that all costs (as
defined in the Federal Acquisition Regulations ("FAR")
31.205-47 and in Titles XVIII and XIX of the Social Security
Act, 42 U.S.C. - 1395-1395ddd (1997) and 1396-1396v(1997),
and the regulations promulgated thereunder) incurred by or
on behalf of SBI/TLHCSI/AGVNA 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) SBI/TLHCSI/AGVNA's
investigation, defense, and corrective actions undertaken in
response to the Government's audit(s) and civil and any
criminal investigation(s) in connection with the matters
covered by this Agreement (including attorney's fees and any
costs of training Gerald Shuttlesworth), (4) the negotiation
of this Agreement, and (5) the payment made pursuant to this
Agreement, are unallowable costs on Government contracts and
under the Medicare Program, Medicaid Program, TRICARE
Program, Veterans Affairs Program (VA) and Federal Employee
Health Benefits Program (FEHBP) (hereafter, "unallowable
costs"). These unallowable costs will be separately
estimated and accounted for by SBI/TLHCSI/AGVNA,
and SBI/TLHCSI/AGVNA 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 SBI/TLHCSI/AGVNA or any of its subsidiaries to
the Medicare, Medicaid, TRICARE, VA or FEHBP programs.

           SBI/TLHCSI/AGVNA further agrees that within 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,
VA and FEHBP fiscal agents, any unallowable costs (as
defined in this paragraph) included in payments previously
sought from 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 SBI/TLHCSI/AGVNA or
any of its 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. SBI/TLHCSI/AGVNA agrees that the United States will
be entitled to recoup from SBI/TLHCSI/AGVNA 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 SBI/TLHCSI/AGVNA or any of its subsidiaries on
the effect of inclusion of unallowable costs (as defined in
this paragraph) on SBl/TLHCSI/AGVNA or any of its
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.

          12. 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.

          13. SBI/TLHCSI/AGVNA agrees that it will not seek
payment for any of the health care billings covered by this
Agreement from any health care beneficiaries or their
parents or sponsors. SBI/TLHCSI/AGVNA waives any causes of
action against these beneficiaries or their parents or
sponsors based upon the claims for payment covered by this
Agreement.

          14. SBI/TLHCSI/AGVNA certifies that Gerald
Shuttlesworth has not been involved, directly or indirectly,
in the preparation or submission of information (including
claims, bills, and reports) to Medicare, Medicaid or any
other Federal health care programs (as defined in 42 U.S.C.
1320a-7b(f)) since the date Staff Builders acquired AGVNA.
The parties agree that as Chief Executive officer of AGVNA,
Mr. Shuttlesworth has managerial responsibility for persons
who do participate directly and indirectly in the
preparation of information for inclusion in reports to
Federal health care programs. The parties further agree that
such responsibility alone does not constitute Mr.
Shuttlesworth's direct or indirect participation in the
preparation or submission of information.


          15. SBI/TLHCSI/AGVNA agrees that Gerald
Shuttlesworth will not be involved, directly or indirectly, in
the preparation or submission of information- (including
claims, bills, and reports) to Medicare, Medicaid or any other
Federal health care programs (as defined in 42 U.S.C.
1320a-7b(f)) for three years from the effective date of this
agreement.  Every year for the next three years, on the
anniversary of the effective date of this agreement, Mr.
Shuttlesworth and SBI/TLHCSI/AGVNA will certify in writing to
OIG as to Mr. Shuttlesworth's lack of involvement, in such
billing activity.

          16. For a period of three years from the effective
date of this agreement, SBI/TLHCSI/AGVNA agrees that as a
condition of his continuing employment, Mr. Shuttlesworth
will participate in a formal training program, consisting of
at least two hours annually of training in corporate ethics,
standards of business conduct, the possible consequences of
failure to comply with all statutes, regulations, and
guidelines applicable to Federal health care programs, and
the possible consequences of failure to comply with
SBI/TLHCSI/AGVNA's own policies and procedures or of failure
to report such noncompliance. The training material shall be
made available to the OIG, upon request. Every year for the
next three years, on the anniversary of the effective date
of this agreement, Mr. Shuttlesworth and SBI/TLHCSI/AGVNA
will certify in writing to OIG as to Mr. Shuttlesworth's
participation in such training.

          17. 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.

          18. SBI/TLHCSI/AGVNA represents that this
Agreement is freely and voluntarily entered into without any
degree of duress or compulsion whatsoever.

          19. This Agreement is governed by the laws of the
United States. The Parties agree that 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 Eastern District of
Pennsylvania.

          20. This Agreement constitutes the complete
agreement between the Parties. This Agreement may be mended
only by written consent of the Parties, except that only the
HHS-OIG and SBI/TLHCSI/AGVNA need to consent to amendments
to paragraphs 15 and 16.

          21. The undersigned individuals signing this
Agreement on behalf of SBI/TLHCSI/AGVNA represent and
warrant that they are authorized by SBI/TLHCSI/AGVNA 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.

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

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




                      THE UNITED STATES OF AMERICA

DATED:                      BY: /s/ John N. Joseph
                                John N. Joseph
                                Assistant U. S. Attorney
                                Eastern District of
                                Pennsylvania

DATED:                      BY: /s/ Lewis Morris
                                Lewis Morris
                                Assistant Inspector General
                                For Legal Affairs
                                Office of Counsel to the
                                Inspector General
                                Office of Inspector General
                                United States Department of
                                Health and Human Services


                      SBI/TLHCSI/AGVNA - DEFENDANT

DATED: 9/22/00                  BY:/s/Stephen Savitsky
                                   Stephen Savistky, CEO

DATED: 9/27/00                  BY:/s/James Becker
                                   James Becker
                                   Counsel for
                                   SBI/TLHCSI/AGVNA