EXHIBIT
                                     10.1

<PAGE>
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF SUFFOLK
------------------------------------------------------------ X
Index No.:
KEYCORP LEASING LTD.,
                              Plaintiff,

                                STIPULATION OF
                                  SETTLEMENT
      -against

STAFF BUILDERS, INC. (Delaware) STAFF
BUILDERS, INC. (N.Y.), PROFESSIONAL
DETAIL SERVICES, INC., ATC HEALTHCARE
SERVICES, INC., ATC STAFFING SERVICES,
INC., and TENDER LOVING CARE HEALTH
CARE SERVICES, INC.,
                              Defendants.
--------------------------------------------------------------- X


      WHEREAS, plaintiff KEYCORP LEASING LTD. ("KEY") commenced this
action to recover the sums due to KEY from the Defendants herein
under the terms of a Master Equipment Lease Agreement dated on or
about August 8, 1994 and related lease agreements as more fully set
forth in the Complaint in this action (collectively, the "Loan
Documents");

      WHEREAS, the Defendants have failed to make the payments due
to KEY pursuant to the Loan Documents;

      WHEREAS, the Defendants acknowledge the sums due to KEY
pursuant to the Loan Documents as described above and herein, and
have requested a period of forebearance to pay to KEY the sums-
due, and

      WHEREAS, the parties hereto agree to settle the foregoing
obligations upon the express terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the sum of $10.00 and
      other valuable and good

                                     -1-

<PAGE>
consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed as follows:

      I        Acknowledments

          a.      The Defendants each acknowledge service of the
Summons, Complaint and Amended Complaint and other papers in
support of plaintiff's Claims herein;

          b.      The Loan Documents are in full force and effect and
are the valid and binding obligations of the applicable signatory
and guarantor Defendants.

            c . The Defendants acknowledge and confirm that they are
indebted to KEY under the Loan Documents in the aggregate principal
amount of THREE MILLION THREE HUNDRED EIGHTEEN THOUSAND NINETY-SIX
AND 76/100 (3,318,096.76) DOLLARS;

          d.      The Defendants acknowledge that interest continues
to accrue on the principal balances due at the default interest
rate of eighteen (18%) percent per annum (the "Default Rate");

            e. The Defendants acknowledge and agree that they are
liable to KEY for the reasonable attorney's fees incurred by KEY in
connection with the collection and enforcement of these
obligations. Said fees are in the current approximate amount of
$10,000 and shall not, absent unforeseen circumstances, exceed
$15,000;

            f. The Defendants have no setoffs, defenses or
counterclaims with respect to the amounts due under the Loan
Documents including principal, interest, late charges and the costs
and expenses of collection including KEY's legal fees;

      2.      Payments

          a.      Defendants shall make payment to KEY of the amounts
due in accordance with the Modified and Severed Promissory Notes of
Staff Builders, Inc. ATC Healthcare Services, Inc. and ATC Staffing
Services, Inc. in the principal amount of $79,753.27 and of Tender
Loving Care Health Care Services, Inc. in the principal amount of
$3,23 8,343.49 annexed hereto as Exhibits "A" and "B", respectively
(the "Notes"). The Notes, the Security Agreement and the other
documents being executed in connection herewith are intended to
replace the Loan Documents;

            b. Although interest will continue to accrue on the
principal amounts outstanding at the Default Rate, interest will be
paid by Defendants at the rate ten (10%) percent per annum. In the
event all the foregoing payments are timely made by the Defendants
to KEY, and all sums paid in full under the terms of the Notes, KEY
agrees to waive the additional interest of eight (8%) percent per
annurn from the date hereof. In the event that any default shall
have occurred hereunder, KEY shall not be obligated to waive any

                                      -2-

portion of interest and there will be no forgiveness of accrued
interest.

3. In consideration of the mutual promises herein contained, the
Defendants each agree to execute and deliver to KEY, simultaneously
with the execution of the Stipulation of Settlement, a Release of
KEY in the form annexed hereto as Exhibit "C."

      4.    Representations of Defendants

            The Defendants each represent and warrant to KEY as
            follows:

           a. As of the date of this Stipulation, each of the
defendants is solvent, able to pay its debts as they mature, has
capital sufficient to carry out the transaction set forth in this
Stipulation, and the present fair salable value of its assets is
greater than the amount of its liabilities.

           b. None of the Defendants are insolvent and none will be
rendered insolvent by the execution and delivery to KEY of the
Stipulation of Settlement or the transactions and payments
contemplated hereunder.

          C.      The Defendants do not intend to incur debts
beyond their abilities to pay the debts as they mature.

           d. The various security interests granted to KEY as
collateral for the obligations evidenced by the Security Agreement
dated of even date herewith constitute valid and binding first
security interests with respect to the equipment described therein
and is to continue hereafter as collateral for the obligations now
evidenced by the Notes.

           e. The representations set forth here inabove shall be
relied upon by KEY in accepting the settlement set forth herein and
the Defendants represent that each is accurate, true and complete.

      5.    Events of Default and Remedies

           I. It is expressly agreed that it shall constitute an
event of default hereunder ("Event of Default") should any payment
described herein. and/or required under the Notes shall not be made
when due or if any other default shall occur under the Notes or
other documents related thereto.

            Ii.   Remedies Upon default

           Upon the occurrence of an Event of Default hereunder, and
upon failure to cure the Default within three days from the date of
its occurrence, KEY may enter ajudgment under the Note upon which
the default has occurred as against the Borrower(s) and Guarantors
of that Note without further notice, in an amount equal to the
principal amount,due, plus interest at the Default Rate plus the
costs and expenses of docketing such judgment, less credit for any
payments made and retained hereunder.
                                      -3-
           KEY's remedies are cumulative and the foregoing is in
addition to, and not exclusive of, any rights or remedies provided
by law or in equity.

           This Stipulation shall act as and for, and In the place
and stead of, an affidavit of confession of judgment. Any judgment
may be entered, without notice to the Defendants, or their counsel,
upon submission to the County Clerk of Suffolk County of. (1) this
original stipulation; and (2) an affidavit of an officer or agent
of KEY describing the event of default and the amount due and owing
pursuant to this Stipulation.

      6.     Miscellaneous

            a. Representations and Warranties. Defendants covenant
and agree that their representations, warranties, covenants and
agreements made in this Agreement and in all of the documents
executed and delivered in connection herewith shall be considered
to have been specifically relied upon by KEY in connection with the
outstanding indebtedness owed by Defendants and the settlement
accepted by KEY.

            b. Entire Agreement. This Agreement, together with any
exhibits and schedules hereto and any documents delivered in
connection herewith, contains the entire agreement among KEY and
Defendants with respect to the transaction contemplated hereby and
supersedes all prior agreements, arrangements or understandings
with respect thereto. There are no warranties, representations or
other agreements between the parties in connection with the subject
matter hereof except as specifically incorporated herein or set
forth in documents executed simultaneously herewith as a part of
this transaction.

            c. Descriptive Headings. The descriptive headings of this
Agreement are for convenience only and shall not control or affect
the meaning or construction of any provision of this Agreement.

            d. Governing Law This Agreement shall be construed and
the obligations of the parties hereunder shall be determined in
accordance with the laws of the State of New York (without regard
to any conflict of laws provisions thereof) and applicable federal
law. The undersigned waive the right to trial by in any litigation
in which KEY and any of the undersigned shall be adverse par-ties.

            e. Construction, The entire Agreement has been reviewed
by and is acceptable to the parties hereto and their counsel as to
form, content and meaning. No provision of this Agreement or any of
the documents executed in connection herewith shall be construed
against KEY based upon the fact that this Agreement or such other
document was prepared by KEY or its counsel.

            f. Assignability. This Agreement shall inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and assigns.

                                      -4-

      7.     Waiver and Amendments.

                  a. No provision of this Agreement shall be amended,
supplemented or modified unless it is in writing and signed by the
party against whom such amendment, supplement or modification is
sought to be enforced, and no wavier of any provision of this
Agreement, nor consent to any departure by any of the parties to
this Agreement therefrom, shall be effective unless it is in
writing and signed by the party against whom it is sought to be
enforced, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it
is given.

                  b. No failure or delay on the part of any party
hereto to exercise any right hereunder or under any related
document shall operate as a waiver thereof by such party, nor shall
any single or partial exercise of any right hereunder or under any
other related document preclude any other or further exercise
thereof or the exercise of any other right. The rights and remedies
of each party provided herein and in other related documents (a)
are cumulative and are in addition to, and not exclusive of, any
rights or remedies provided by law and (b) are not conditional or
contingent on any attempt by such party to exercise any of its
rights under any other related document against the other party or
any other entity.

     8. Further Assurances. Each of the parties hereto agrees to
execute and deliver, or to cause to be executed and delivered, all
such instruments, and to take all such action, as the other party
may reasonably request in order to effectuate the intent and
purposes of, and to carry out the terms of, this Agreement. The
obligations of the parties in this paragraph shall survive the
transfer of title to the Premises and consummation of the
Settlement Agreement.

           a. Counterpart Execution. This Agreement may be executed
in any number of counterparts, each of which, when so executed and
delivered, shall be an original, but all of which together shall
constitute one agreement binding all of the parties hereto.

           b. Severability. In case any one or more of the
provisions contained in this Agreement or any exhibit annexed
hereto should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be
affected or impaired thereby.

           C. Legal Representation. The Defendants represent that
they have not relied on any representations or statements made by
KEY, its agents, or attorneys in connection with this transaction
and that each defendant has read this stipulation and understands
their respective obligations hereunder. Further, each defendant has
been represented by legal counsel of their choice and executes this
Stipulation voluntarily.


                                      -5-

<PAGE>
     IN WITNESS WHEREOF, the undersigned have caused this
Stipulation to be duly executed by them as of the date first
above written.

KEYCORP LEASING LTD.

By: /s/ Keycorp Leasing Ltd.


STAFF BUILDERS, INC. (Delaware)

By: /s/ David Savitsky

STAFF BUILDERS, INC. (N.Y.)

By:  /s/ Dale R. Clift

PROFESSIONAL DETAIL SERVICES, INC.

By:  /s/ Dale R. Clift

ATC HEALTHCARE SERVICES, INC.

By:  /s/ David Savitsky

ATC HEALTHCARE STAFFING SERVICES, INC.

By: /s/ David Savitsky

TENDER LOVING CARE HEALTH CARE SERVICES, INC.

By: /s/ Dale R. Clift














                                      -6-