EXHIBIT

                                     10.2

                             SETTLEMENT  AGREEMENT

                                I. PARTIES

      This Settlement Agreement and Release ("Agreement") is
entered into among the following, through their authorized
representatives: (1) the United States of America, acting through
the Office of the United States Attorney for the Eastern District
of New York ("USAO-EDNY") and on behalf of the Office of
Inspector General of the United States Department of Health and
Human Services ("OIG-HHS") (collectively, the "United States");
(2) Tender Loving Care Health Care Services, Inc. ("Tender Loving
Care" (a Delaware corporation), 1983 Marcus Avenue, Lake Success,
New York 11042 (as successor-in-interest to Staff Builders, Inc.
("Staff Builders"), 1983 Marcus Avenue, Lake Success, New York
11042); (3) Targa Group, Inc. ("Targa")(a Pennsylvania
corporation and former franchisee of Staff Builders), 325
Chestnut Street, Suite 903, Philadelphia, Pennsylvania 19106
(collectively Tender Loving Care and Targa will be referred to as
the "Defendants"); and (4) Ali Waris, 3212 Greene Countrie Drive,
Newtown Square, Pennsylvania 19073 ("Mr. Waris" or "Relator").
Collectively, all of the above will be referred to as "the
Parties."



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                                II. PREAMBLE

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

     A.     Tender Loving Care provides home health care services
through directly-owned offices and franchise offices located
nationwide. Its corporate headquarters is in Lake Success, New
York.

     B.     From 1987 to 1993, Mr. Waris owned and operated a
Medicare-certified home health agency in the greater Philadelphia
area known as American Health Systems, Inc. ("AHS"). In or around
October 1993, the major assets of AHS were purchased by Staff
Builders Services, Inc., a subsidiary of Staff Builders. In a
related transaction, Mr. Waris entered into a two-year
"Consultant Agreement" with Targa in December 1993.

     C.     Under the Consultant Agreement, Mr. Waris was to
provide consulting services to Targa from December 30, 1993 to
December 30, 1995, of not less than 1000 hours in each yearly
period. For providing such services, Mr. Waris was to receive
compensation of $8,750.00 per month, totaling not more than $
210,000.00 for the two-year duration of the Consultant Agreement.

      D.    Mr. Waris received monthly payments totaling
$210,000.00 from Staff Builders during the period covered by the
Consultant Agreement.

     E.     On or about March 11, 1996, Mr. Waris filed a qui tam
action in the United States District Court for the Eastern
District of Pennsylvania captioned United States of America ex
rel. Ali Waris v. Staff Builders, Inc. and Targa Group, Inc.,
Civil Action No. 96-1969 ("the QUI Tam Action"). In the Qui Tam
Action, Mr. Waris alleged that the cost reports submitted by
Staff Builders to the Medicare program ("Medicare"), Title XVIII
of the Social Security Act, 42 U.S.C.1395-1395ggg (1999), for
the fiscal years ending February 28, 1994, February 28, 1995 and
February 29, 1996 included unallowable claims for payments it had
made to Waris under the Consultant Agreement. On or about July
17, 1998, the Office of the United States Attorney for the
Eastern District of Pennsylvania filed a notice of election to
decline intervention in the Oui Tam Action, and Mr. Waris
proceeded to conduct the action on his own.

     F.     On October 4, 1999, the district court dismissed the
Oui Tam Action pursuant to 31 U.S.C. 3730(e)(4)(A) on the ground
that Mr. Waris's claim was based on a publicly disclosed
allegation of fraud, and that Mr. Waris was not an original
source of that allegation. Mr. Waris filed a timely appeal to the
United States Court of Appeals for the Third Circuit, captioned
United States of America ex rel. Ali Waris v. Staff Builders,
Inc. and Targa Group, Inc., Docket No. 99-1898 ("the Qui Tam
Appeal").

     G.     In November 1999, USAO-EDNY informed Tender Loving
Care that it was reviewing the allegations made by Mr. Waris in
the Qui Tam Action.

     H.     The United States contends that it has civil claims
against Tender Loving Care under the False Claims Act, 31 U.S.C.
3729-3733, and common law, based on the following alleged
conduct: the payments made by Staff Builders to Mr. Waris
pursuant to the Consultant Agreement were not reimbursable costs
under Medicare, but such payments were claimed to be Medicare -
reimbursable on Staff Builders' cost reports for the fiscal years
ending February 28, 1994, February 28, 1995 and February'29, 1996
(hereinafter, the 'Covered Conduct').

     I.     The United States also contends that, based on the
Covered Conduct, 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-7a.

     J.     Tender Loving Care and Targa deny the allegations of
the United States and the Relator. Nothing in this Agreement
shall be construed as an admission of liability or wrongdoing by
Tender Loving Care or Targa, or admissible in any proceedings as
evidence of such liability or wrongdoing.

     K.     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 in Part III.
below.

     L.     Tender Loving Care has previously entered into a
Corporate Integrity Agreement ("CIA") with OIG-HHS dated August
24, 2000, and it is expected that Tender Loving Care will fulfill
its obligations under that CIA.
III.TERMS AND CONDITIONS

          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 $153,942.42 plus
interest at the rate of 6.241% (total interest of $6,057.58)
compounded annually and amortized over twelve months (total
payment of $160,000.00 by Tender Loving Care), and Targa agrees
to pay $10,000.00, for a total payment of $170,000.00 by the
Defendants. Of the $170,000.00, $160,000.00 is due to the United
States as the "Settlement Amount" and $10,000.00 is due to Duane,
Morris & Heckscher LLP as the "Attorneys' Fees Amount"
(collectively, the Settlement Amount and Attorneys' Fees Amount
shall be referred to as the "Total Payment Amount"). Relator
Waris will receive 25% of each installment of the Settlement
Amount paid to the United States (see paragraph 9 below). The
payments by Tender Loving Care and Targa will be made as follows:

          a.      Tender Loving Care shall pay $160,000.00 in
twelve monthly installments, at the rate of $10,000.00 per month
for the first eight months and $20,000.00 per month for the next
four months, as follows. Within five business days of the
execution of this Agreement, Tender Loving Care shall make its
first installment payment of $10,000.00 by electronic funds
transfer to USAO-EDNY pursuant to written instructions to be
provided by USAO-EDNY. On the fifteenth day of every following
month, the remaining (second through twelfth) installments shall
likewise be paid by electronic funds transfer in the following
amounts: second through eighth installments - $10,000.00 each;
ninth through twelfth installments - $20,000.00 each.

          b.      Targa shall pay $10,000.00 in eighteen monthly
installments, as follows. Within five business days of the
execution of this Agreement, Targa shall make its first
installment payment of $555.56 by electronic funds transfer to
USAO-EDNY pursuant to written instructions to be provided by
USAO-EDNY. On the fifteenth day of every following month, the
remaining (second through eighteenth) installments shall likewise
be paid by electronic funds transfer in the following amounts:
second through seventeenth installments - $555.56 each;
eighteenth installment - $555.48.

     2.     Upon USAO-EDNY's receipt of the installment payments
from Tender Loving Care and Targa, it will make arrangements for
Relator Waris and Duane, Morris & Heckscher LLP to receive their
shares of the Total Payment Amount (4/17 and 1/17, respectively)
from such installments as is further described in paragraph 9
below.

      3.    Tender Loving Care further agrees that:

          a.      The payment obligations described in paragraph
1.a. imposed on Tender Loving Care shall be binding upon Tender
Loving Care, as successor-in-interest to Staff Builders; and

          b.      This Agreement, and the obligations imposed
herein on Tender Loving Care, shall be binding upon all
successors, transferees, heirs and assigns of Tender Loving Care.

      4. Tender Loving Care and/or Targa, as applicable, shall be
deemed in default of this Agreement on the date of occurrence of
any of the following events ("Events of Default"):
            a.    Failure to Make Timely Payments: Failure to pay
any installment required under paragraph l.a. or paragraph 1.b.,
as applicable, within five days of the due date of such
installment; or

          b.      Commencement of Bankruptcy or Reorganization
Proceeding: If, prior to paying the entire amount due from it
under paragraph 1.a. or l.b., as applicable, such Defendant (i)
commences 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 debtors, or
seeking to adjudicate itself as bankrupt or insolvent, or (B)
seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its
assets; or (ii) there shall be commenced against it any such
case, proceeding or other action referred to in clause (i) that
results in the entry of an order for relief and any such order
remains undismissed, undischarged or unbounded for a period of
thirty (30) days; or (iii) takes any action authorizing, in
furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth above in this
subparagraph.

            5.  On the date of any Event of Default as defined in
paragraph 4, the United States will provide written notice of the
default and an opportunity for Tender Loving Care and/or Targa,
as applicable, to cure said default within seven (7) business
days of receipt of the notice.  Notification of the default shall
be addressed to Tender Loving Care's and/or Targa's, as
applicable business address provided in this Agreement and will
be sent by certified mail, or by hand delivery.  If Tender Loving
Care and/or Targa, as applicable, does not cure its default
within seven (7) business days of receipt of the notice, the
entire remaining unpaid balance will become immediately due and
payable.  Interest will accrue at the rate of 18% (eighteen
percent) per annum on the entire remaining unpaid balance,
compounded daily from the date of default.

          6.      Upon notification from the United States that
Tender Loving Care and/or Targa, as applicable, is in default, a
failure by such Defendant to cure its default, and without
further notice to such Defendant, the United States may exercise,
at its sole option, one or more of the following rights, as
applicable:
            (a) declare this Agreement breached, and proceed
against such Defendant for any claims alleged in the Qui Tam
Action and any claims released by this Agreement; (b) file an
action for specific performance of the Agreement; (c) offset the
entire remaining unpaid balance, inclusive of interest as set
forth in paragraph 5 above, from any amounts due and owing to
such Defendant from any department, agency, or agent of the
United States at the time of default; and/or (d) exercise any
other right granted by law, or under the terms of this Agreement,
or recognizable at common law or in equity. Tender Loving Care
and Targa agree not to contest any offset imposed pursuant to
this provision, either administratively or in any State or
Federal court. Tender Loving Care and/or Targa, as applicable,
further agree that it will pay the United States all reasonable
costs of collection and enforcement of this Agreement, including
attorney's fees and expenses. The United States reserves the
option of referring such matters for private collection.

            If the Event of Default is that described in paragraph
4.b. and involves Tender Loving Care, the United States will have
a liquidated claim in the amount of $160,000.00 against Tender
Loving Care, plus interest of 13% from the effective date of this
Settlement Agreement plus other costs and fees, less any payments
already made to the United States by Tender Loving Care under
paragraph 1.a. above. If the Event of Default is that described
in paragraph 4.b. and involves Targa, the United States will have
a liquidated claim of $10,000 against Targa, plus interest of 13%
from the effective date of this Settlement Agreement plus other
costs and fees, less any payments already made to the United
States by Targa under paragraph l.b. above. Defendants agree not
to dispute the validity or amount of the claim subject only to
being provided with calculations in support of the amount of the
claim. Defendants further agree not to seek subordination of the
United States' claim.

      7. Subject to the exceptions in paragraph 10 below, in
consideration of the obligations of Tender Loving Care and Targa
set forth in this Agreement, conditioned upon Tender Loving
Care's payment of the entire Settlement Amount and Targa's
payment of the Attorneys Fees' Amount respectively, and subject
to paragraph 16 below (concerning bankruptcy proceedings
commenced within 91 days of the effective date of this
Agreement), the United States, on behalf of itself, its officers,
agents, agencies and departments, agrees to release Tender Loving
Care and Targa, as applicable, and its present and former
directors, officers, and employees, 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. 1320a-7a, or the common law theories of
payment by mistake, unjust enrichment, breach of contract and
fraud, for the Covered Conduct.

     8.     In consideration of the obligations of Tender Loving
Care and Targa set forth in this Agreement, conditioned upon
Tender Loving Care's payment of the entire Settlement Amount and
Targa's payment of the Attorneys Fees' Amount respectively, and
subject to paragraph 16 below (concerning bankruptcy proceedings
commenced within 91 days of the effective date of this
Agreement), 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. 1320a7b(f))
against Tender Loving Care or Targa, as applicable, and its
present and former directors, officers, and employees, 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 specifically reserved in paragraph 10 below.

            9.    The United States agrees that, pursuant to 31
U.S.C. 3730(d), 25% of each installment of the Settlement Amount
received by the United States will be paid to Relator Waris as
his share of the United States' recovery within a reasonable time
after receipt by the United States. Nothing in this Agreement
obligates the United States to make any payments to Relator Waris
or to Duane, Morris & Heckscher LLP unless the United States
receives the installment payments from Tender Loving Care and
Targa. Relator Waris agrees that the $10,000.00 Attorneys' Fees
Amount will be full satisfaction of any claim for attorneys' fees
and costs under 31 U.S.C. 3730(d). Pursuant to 31 U.S.C.
3730(c)(2)(3), Relator Waris agrees that the settlement set forth
in this Agreement is fair, adequate and reasonable under all the
circumstances. Upon receipt of all of the payments due from
Tender Loving Care and Targa, respectively, under this Agreement,
Relator Waris and his attorneys agree to release, and will be
deemed to have released-and forever discharged:

             (1) the United States, its officers, agents,' and
employees, from any claims arising from or relating to the filing
of the Qui Tam Action, including any claims arising under 31
U.S.C. 3730(c)(5)&(d);
            (2) Tender Loving Care and its present and former
directors, officers, and employees from any liability relating to
all causes of action that were raised or Could have been raised
in the Qui Tam Action; and
            (3) Targa and its present and former directors,
officers, and employees from any liability relating to all causes
of action that were raised or could have been raised in the Qui
Tam Action.

      10.   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 Tender
Loving Care and Targa) 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 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 Tender Loving Care;
            (7)   Any claims based on a failure to deliver items or
services due; and
            (8)   Any civil or administrative claims against any
individuals, including officers and employees of Tender Loving
Care and Targa, who have, or will at any time in the future,
(a) receive written notification that they are the target of a
criminal prosecution (as defined in the United States Attorneys'
Manual), (b) be criminally indicted or charged, (c) be convicted
of a crime, or (d) enter into a criminal plea agreement related
to the Covered Conduct.

      11. Defendants waive and will not assert any defenses that
they 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. Defendants agree
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 or Attorneys' Costs Amount for purposes of the
Internal Revenue Laws, Title 26 of the United States Code.

     12.    Defendants fully and finally release 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 Defendants have 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.

     13.    Defendants agree 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. 1395-1395ggg
(1999) and 1396-1396v (1997), and the regulations promulgated
thereunder) incurred by or on behalf of Tender Loving Care,
Targa, and their present or former directors, officers,
employees, shareholders, and agents in connection with: (1) the
matters covered by this Agreement, (2) the United States' audits
and civil and criminal investigations of the matters covered by
this Agreement, (3) Defendants' investigation, defense, and
corrective actions undertaken in response to the United States'
audits and civil and criminal investigations in connection with
the matters covered by this Agreement (including attorneys'
fees), (4) the negotiations of, or obligations under, this
Agreement, and (5) the payments made pursuant to this Agreement
(and attorneys' fees paid to the Relator or his counsel), 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 it 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 it or any of its affiliates or subsidiaries to the
Medicare, Medicaid, or any other Federal health care program.

            Tender Loving Care further agrees that within sixty
(60) days of the effective date of this Agreement, it will
identify to applicable Medicare 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 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
Tender Loving Care, or any of its 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 it 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's 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.

     14.    This Agreement is intended to be for the benefit of
the Parties and those individuals identified in paragraphs 7 and
8 above 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 non-parties.

            15.   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 and Targa within the meaning of 11 U.S.C.
547(c)(1), and (ii) have concluded that these mutual promises,
covenants and obligations do, in fact, constitute such a
contemporaneous exchange.

     16.    In the event that Tender Loving Care and/or Targa, as
applicable, commences, or a third 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 such Defendant's debts, or seeking to
adjudicate such Defendant as bankrupt or insolvent, or (b)
seeking appointment of a receiver, trustee, custodian or other
similar official for such Defendant or for all or any substantial
part of such Defendant's assets, the Defendants agree as follows:
a. Defendants' respective obligations under this Agreement may
not be avoided pursuant to 11 U.S.C. 547, and neither Tender
Loving Care nor Targa will argue or otherwise take the position
in any such case, proceeding or action that: (i)' its obligations
under this Agreement may be avoided under 11 U.S.C. 547; (ii) it
was insolvent at the time this Agreement was entered into, or
became insolvent as a result of the payments made or due to be
made 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 it. b. In the
event that Tender Loving Care's and/or Targa's, as applicable,
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
such Defendant 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 and Targa agree that (i) any
such claims, actions or proceedings brought by the United States
(including any proceedings to exclude such Defendant from
participation in Medicare, Medicaid, or other Federal health care
programs) are not subject to an "automatic stay" pursuant to 11
U.S.C. 362(a) as a result of the action, case or proceeding
described in the first clause of this paragraph, and that such
Defendant will not argue or otherwise contend that the United
States' claims, actions or proceedings are subject to an
automatic stay; (ii) Defendants will not plead, argue or
otherwise raise any defenses under statutes 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 such Defendant that the releases herein have been rescinded
pursuant to this paragraph, except those available to it on or
before December 31, 1999; and (iii) Tender Loving Care will not
contest that the United States has a valid claim against Tender
Loving Care in the amount of $240,000.00 (minus any payments
already made); and (iv) the United States may pursue-its claim 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.      Defendants acknowledge that their agreements in
this paragraph are provided in exchange for valuable
consideration provided in this Agreement.

     17.    Except as otherwise specified in this Agreement, the
Parties will bear their own legal and other costs incurred in
connection with this matter, including the preparation and
performance of this Agreement.

     18.    The Defendants and Relator Waris represent 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 venue for any dispute arising
between and among the Parties under this Agreement will initially
be the Appellate Mediation Program of the United States Court of
Appeals for the Third Circuit.

     20.    This Settlement Agreement constitutes the complete
agreement among the Parties. This Agreement may not be amended
except by written consent of the Parties.

     21.    Promptly upon execution of this Agreement, Relator
Waris-and the Defendants shall file a notice with the United
States Court of Appeals for the Third Circuit that the parties
have entered into a Settlement Agreement and that the Qui Tam
Appeal is voluntarily dismissed with prejudice as to all parties
to the Qui Tam Appeal.

     22.    The undersigned individuals signing this Agreement on
behalf of Ali Waris, Tender Loving Care Health Care Services,
Inc. and Targa Group, Inc. 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.

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

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

              THE UNITED STATES OF AMERICA


LORETTA E. LYNCH
United States Attorney
Eastern District of New York

By:    /S/ VARUNI NELSON
Assistant  United States Attorney
247. Pierripont street.
Brooklyn, NY 11201
Telephone: (719) 254-6015
Facsimile: (718) 254-8702


by:  /s/LEWIS MORRIS
Assistant Inspector General
for Legal Affairs
Office of Counsel to the
Inspector General
U.S. Department of Health and
Human Services



                                    ALI WARIS

BY:   /S/ MICHAEL M. MISTOKOFF, ESQ.
DUANE, MORRIS 7 HECKSCHER, LLP
ONE LIBERTY PLACE
PHILADELPHIA, PA  19103-7396
TELEPHONE:  (215)  979-1810
FACSIMILE:  (215)  979-1020
ATTORNEYS FOR ALI WARIS


<PAGE>
TENDER LOVING CARE HEALTH CARE SERVICES, INC.


/S/ DALE R. CLIFT, PRESIDENT & CEO



/S/ FREDERICK ROBINSON, ESQ.
FULBRIGHT & JAWORSKI
801 PENNSYLVANIA AVENUE
WASHINGTON, DC   20004
TELEPHONE:  (202)  662-0200/4534
FACSIMILE (202)  662-4543
ATTORNEYS FOR TENDER LOVING
CARE HEALTH CARE SERVICES, INC.




TARGA GROUP, INC.

/S/  COMPANY OFFICIAL

/S/ JAMES A. BACKSTRON, ESQ.
TWO PENN CENTER, SUITE 200
PHILADELPHIA, PA  19102
TEL:   (215)  864-7797
FAX:  (215)  864-7798