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                                                                   EXHIBIT 10.14


                              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 Willard T. Derr who resides at 8 Shirley
Court, East Northport, NY 11731 ("Executive").


         WHEREAS, TLC 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 Chief Financial
                  Officer, Senior Vice President and Corporate Controller, in
                  accordance with the terms and provisions of this Agreement.



         2.       DUTIES. The Executive shall report to the Chief Operating
                  Officer of TLC and shall be responsible to perform such duties
                  as shall be assigned to the Executive by the Chairman or Chief
                  Operating Officer of TLC or their designee. The Executive
                  shall devote his full business time, attention and skill such
                  as is required for the performance of his 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 $160,000 per
                  annum during the term hereof, payable in weekly installments.
                  The Executive's salary will be reviewed by TLC on March 1,
                  2000.

         (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.



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         (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)      Car Allowance. The Executive shall have the use of a 1997
                  Toyota Camry VIN# 4T1BF22K8VU003368 for the balance of the
                  lease which expires on October 1999. Thereafter for the
                  balance of the term of this Agreement, Executive shall receive
                  a car allowance of $300 per month.

         (e)      Vacation. The Executive shall be entitled to four (4) weeks of
                  paid vacation during each twelve (12) month period of
                  employment during the term.

         (f)      Nothing in this Agreement is intended to cause a reduction in
                  the Executive's benefits under any TLC's 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 his 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 his 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 his 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, Inc., a
                  Delaware corporation ("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.

         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.:


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                                    1983 Marcus Avenue
                                    Lake Success, New York 11042
                                    Attention:  Dale R. Clift, COO

                                       or

         if to the Executive:       Willard T. Derr
                                    8 Shirley Court
                                    East Northport, NY  11721

         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
                  his duties hereunder, he 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, he will not directly
                  or indirectly, for his own account or as an employee, officer,
                  director, partner, joint venturer, shareholder, investor, or
                  otherwise, disclose to others or use for his 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, he
                  will not, within the United States (A) compete, directly or
                  indirectly for his 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.

         (d)      Executive acknowledges that the restricted period of time and
                  geographical area specified in this Section 7 is reasonable,
                  in view of the nature of the business in which TLC in engaged
                  and the Executive's knowledge of TLC's business.
                  Notwithstanding anything herein to the contrary, if the period
                  of time or the




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                  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, his 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 he may
                  incur as a result of any claim against his arising out of his
                  performance of his duties under this Agreement provided that
                  he 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/ Willard T. Derr
                                             ---------------------------------
                                             Willard T. Derr




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