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                                                                  EXHIBIT 10.16











                              STAFF BUILDERS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN



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                              STAFF BUILDERS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                  WHEREAS, Staff Builders, Inc. (the "Company") desires to
establish a deferred compensation plan to provide supplemental retirement
income benefits for a select group of management and highly compensated
employees through deferrals of salary and bonuses, effective March 1, 1994; and

                  WHEREAS, it is believed that the adoption of this plan
providing for deferred compensation at the election of each executive will be
in the best interests of the Company;

                  NOW, THEREFORE, it is hereby declared as follows:

                                   ARTICLE I
                             TITLE AND DEFINITIONS

                  1.1 Title. This Plan shall be known as the Staff Builders,
Inc. Executive Deferred Compensation Plan.

                  1.2 Definitions. Whenever the following words and phrases are
used in this Plan, with the first letter capitalized, they shall have the
meanings specified below.

                  "Account" shall mean a Participant's Deferral Account.

                  "Beneficiary" or "Beneficiaries" shall mean the person or
persons, including a trustee, personal representative or other fiduciary, last
designated in writing by a Participant in accordance with procedures
established by the Committee to receive the benefits specified hereunder in the
event of the Participant's death. If there is no valid Beneficiary designation
in effect, or if there is no surviving designated Beneficiary, then the
Participant's surviving spouse shall be the Beneficiary. If there is no
surviving spouse to receive any benefits payable in accordance with the
preceding sentence, the duly appointed and currently acting personal
representative of the participant's estate (which shall include either the
Participant's probate estate or living trust) shall be the Beneficiary. In any
case where there is no such personal representative of the Participant's estate
duly appointed and acting in that capacity within 90 days after the
Participant's death (or such extended period as the Committee determines is
reasonably necessary to allow such personal representative to be appointed, but
not to exceed 180 days after the Participant's death), then Beneficiary shall
mean the person or persons who can verify by affidavit or court order to the
satisfaction of the Committee that they are legally entitled to receive the
benefits specified hereunder. In the event any amount is payable under the Plan
to a minor, payment shall not be made to the minor, but instead by paid (a) to
that person's living parent(s) to act as custodian, (b) if that person's
parents are then divorced, and one parent is the sole custodial parent, to such
custodial parent, or (c) if no parent of that person is then living, to a
custodian selected by the Committee to hold the funds for the minor under the


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Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which
the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and currently acting guardian of the estate for the
minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable,
payment shall be deposited with the court having jurisdiction over the estate
of the minor.

                  "Board of Directors" or "Board" shall mean the Board of
Directors of the Company.

                  "Bonus" shall mean any incentive compensation payable to a
Participant in addition to the Participant's Salary after reduction for any
salary deferral contributions to a plan qualified under Section 125 or Section
401(k) of the Code.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  "Committee" shall mean the Committee appointed by the Board
to administer the Plan in accordance with Article VIII.

                  "Company" shall mean Staff Builders, Inc., a Delaware
corporation, any successor corporation and each corporation which is a member
of a controlled group of corporations (within the meaning of Section 1563(a) of
the Code, determined without regard to Section 1563(a)(4) and (e)(3)(C) thereof
and by substituting the phrase "at least 50 percent" for the phrase "at least
80 percent" each time it appears in Section 1563(a)(1)) of which Staff
Builders, Inc. is a component member.

                  "Compensation" shall mean the Salary and Bonus that the
Participant is entitled to for services rendered to the Company.

                  "Deferral Account" shall mean the bookkeeping account
maintained by the Committee for each Participant that is credited with amounts
equal to (1) the portion of the Participant's Salary that he or she elects to
defer, (2) the portion of the Participant's Bonus that he or she elects to
defer, and (3) interest pursuant to Section 4.1.

                  "Effective Date" shall mean March 1, 1994.

                  "Eligible Employee" shall mean each member of a group of
select management or highly compensated employees of the Company designated by
the Board to participate in the Plan.

                  "Fiscal Year" shall mean the 12 consecutive month period
beginning on March 1 and ending on February 28 or February 29, as the case may
be.

                  "Fund" or "Funds" shall mean one or more of the mutual funds
or contracts selected by the Company pursuant to Section 3.2(b).


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                  "Initial Election Period" for an Eligible Employee shall mean
the 24-day period following the later of March 1, 1994 or the Eligible
Employee's date of hire.

                  "Interest Rate" shall mean, for each Fund, an amount equal to
the gross rate of gain or loss on the assets of such Fund during each month (1)
reduced by administrative and investment fees charged to investors in such Fund
and (2) further reduced by one-twelfth of one and one-half percentage points.

                  "Loan Account" shall mean the bookkeeping account maintained
by the Committee for each Participant who obtains a hardship loan from the
Company in accordance with Article VII that is credited with (1) an amount
equal to the amount of the loan and (2) interest pursuant to Section 7.1(d).

                  "Participant" shall mean any Eligible Employee who elects to
defer Compensation in accordance with Section 3.1.

                  "Payment Eligibility Date" shall mean the first day of the
month following the end of the quarter following the quarter in which a
Participant terminates employment or dies.

                  "Plan" shall mean the Staff Builders, Inc. Executive Deferred
Compensation Plan set forth herein, now in effect, or as amended from time to
time.

                  "Plan Year" shall mean the 12 consecutive month period
beginning on January 1.

                  "Salary" shall mean the Participant's base pay after
reduction for any salary deferral contributions to a plan qualified under
Section 125 or Section 401(k) of the Code.

                  "Tax Adjustment Factor" shall mean a number, determined by
the Committee, which is equal to one minus the sum of (1) the highest marginal
federal personal income tax rate then in effect and (2) the effective highest
marginal state income tax rate in the state in which the Participant resides,
net after the effect of the deduction for such state income tax for federal
income tax purposes.

                                  ARTICLE II
                                 PARTICIPATION

                  2.1 Participation. An Eligible Employee shall become a
Participant in the Plan by electing to defer all or a portion of his or her
Compensation in accordance with Section 3.1.


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                                  ARTICLE III
                               DEFERRAL ELECTIONS

                  3.1 Elections to Defer Compensation.

                       (a) Initial Election Period. Each Eligible Employee may
elect to defer Compensation by filing with the Committee an election that
conforms to the requirements of this Section 3.1, on a form provided by the
Committee, no later than the last day of his or her Initial Election Period.

                       (b) General Rule. Subject to the limitations set forth
in paragraph (c) below, the

                  amount of Compensation which an Eligible Employee may elect
to defer is as follows:

                           (1) Any percentage of Salary up to 50%; and/or

                           (2) Any percentage or dollar amount of Bonus up to
100%; provided, however, that no election shall be effective to reduce the
Compensation payable to an Eligible Employee for a calendar year to an amount
which is less than the amount that the company is required to withhold from
such Eligible Employee for such calendar year for purposes of income tax and
employment tax (including Federal Insurance Contributions Act (FICA) tax)
withholding.

                       (c) Minimum Deferrals. For each of the first four Plan
Years during which the Eligible Employee is a Participant, the minimum
percentage which may be elected under paragraph (b)(1) of this Section 3.1 is
5%. This 5% minimum deferral for any Plan Year may be reduced to a lesser
percentage (but not below zero percent) if the Participant deferred any portion
of his or her Bonus paid in the preceding Plan Year. The amount of such
reduction shall be the number of percentage points determined by (1) dividing
the amount of the Bonus deferred in such preceding Plan. Year by the amount of
the Participant's annual Salary at the beginning of the Plan Year to which the
minimum deferral applies and (2) multiplying by 100.

                       (d) Effect of Initial Election. An election to defer
Compensation during an Initial Election period shall be effective with respect
to Salary earned during the first pay period beginning after the election is
made and to the Bonus payable for the first Fiscal Year beginning after the
election is made.

                       (e) Duration of Salary Deferral Election. Any Salary
deferral election made under paragraph (a) or paragraph (g) of this Section 3.1
shall remain in effect, notwithstanding any change in the Participant's Salary,
until changed or terminated in accordance with the terms of this paragraph (e);
provided, however, that such election shall terminate for any Plan Year for
which the Participant is not an Eligible Employee. Subject to the minimum
deferral requirement of Section 3.1(c) and the limitations of Section 3.1(b), a
Participant may increase, decrease or


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terminate his or her Salary deferral election, effective for Salary earned
during pay periods beginning after any January 1, by filing a new election, in
accordance with the terms of this Section 3.1, with the Committee on or before
the preceding December 15.

                       (f) Duration of Bonus Deferral Election. Any Bonus
deferral election made under paragraph (a) or paragraph (g) of this Section 3.1
shall be irrevocable and shall apply only to the Bonus payable with respect to
services performed during the Fiscal Year for which the election is made. For
each subsequent Fiscal Year, an Eligible Employee may make a new election,
subject to the limitations set forth in this Section 3.1, to defer a percentage
of his or her Bonus. Such election shall be on forms provided by the Committee
and shall be made on or before the February 28 immediately preceding the Fiscal
Year for which the election is to apply.

                       (g) Elections other-than Elections during the Initial
Election Period. Subject to the limitations of paragraph (c) above, any
Eligible Employee who fails to elect to defer Compensation during his or her
Initial Election period may subsequently become a participant, and any Eligible
Employee who has terminated a prior Salary deferral election may elect to again
defer Salary, by filing an election, on a form provided by the Committee, to
defer Compensation as described in paragraph (b) above. An election to defer
Salary must be filed on or before December 15 and will be effective for Salary
earned during pay periods beginning after the following January 1. An election
to defer Bonus for a Fiscal Year must be filed on or before the February 28
immediately preceding such Fiscal Year.

                  3.2 Investment Elections.

                       (a) At the time of making the deferral elections
described in Section 3.1, the Participant shall designate, on a form provided
by the Committee, which of the following types of mutual funds or contracts the
Participant's Account will be deemed to be invested in for purposes of
determining the amount of earnings to be credited to that Account:

                                 1)  High Yield Fund;

                                 2)  Balanced Assets Fund;

                                 3)  Common Stock Fund;

                                 4)  Government Securities Fund;

                                 5)  Growth Fund; or

                                 6)  Money Market Fund.

                  In making the designation pursuant to this Section 3.2, the
Participant may specify that all or any 10% multiple of his Deferral Account be
deemed to be invested in one or more of the types of mutual funds or contracts
listed above. Effective as of the end of any calendar quarter, a Participant
may change the designation made under this Section 3.2 by filing an election,
on a form provided by the Committee, at least 30 days prior to the end of such
quarter. If a Participant fails to elect a type of fund under this Section 3.2,
he or she shall be deemed to have elected the Money Market Fund.


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                       (b) Although the Participant may designate the type of
mutual funds or contacts in paragraph (a) above, the Company shall select from
time to time, in its sole discretion, a commercially available fund or contract
of each of the types described in paragraph (a) above to be the Funds. The
Interest Rate of each such commercially available fund or contract shall be
used to determine the amount of earnings to be credited to Participants'
Accounts under Article IV.

                                  ARTICLE IV
                                DEFERRAL ACCOUNT

                  4.1 Deferral Account. The Committee shall establish and
maintain a Deferral Account for each Participant under the Plan. Each
Participant's Deferral Account shall be further divided into separate
subaccounts ("mutual fund subaccounts"), each of which corresponds to a mutual
fund or contract elected by the Participant pursuant to Section 3.2(a). A
Participant's Deferral Account shall be credited as follows:

                       (a) As of the last day of each month, the Committee
shall credit the mutual fund subaccounts of the Participant's Deferral Account
with an amount equal to Salary deferred by the Participant during each pay
period ending in that month in accordance with the Participant's election under
Section 3.2(a); that is, the portion of the Participant's deferred Salary that
the Participant has elected to be deemed to be invested in a certain type of
mutual fund shall be credited to the mutual fund subaccount corresponding to
that mutual fund;

                       (b) As of the last day of the month in which the Bonus
or partial Bonus would otherwise have been paid, the Committee shall credit the
mutual fund subaccounts of the Participant's Deferral Account with an amount
equal to the portion of the Bonus deferred by the Participant's election under
Section 3.2(a); that is, the portion of the Participant's deferred Bonus that
the Participant has elected to be deemed to be invested in a particular type of
mutual fund shall be credited to the mutual fund subaccount corresponding to
that mutual fund; and

                       (c) As of the last day of each month, each mutual fund
subaccount of a Participant's Deferral Account shall be credited with earnings
in an amount equal to that determined by multiplying the balance credited to
such mutual fund subaccount as of the last day of the preceding month by the
Interest Rate for the corresponding Fund selected by the Company pursuant to
Section 3.2(b).


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                                   ARTICLE V
                                    VESTING

                  5.1 Deferral Account. A Participant's Deferral Account shall
be 100% vested at all times.

                                  ARTICLE VI
                                 DISTRIBUTIONS

                  6.1 Amount and Time of Distribution. Each Participant (or, in
the case of his or her death, Beneficiary) shall be entitled to receive a
distribution of benefits under this Plan as soon as practicable following his
or her Payment Eligibility Date. The amount payable to the Participant shall be
the amount credited to his or her Deferral Account as of his or her Payment
Eligibility Date. No amount credited to a Participant's Loan Account
established under Article VII shall be distributed to the Participant, but such
amount shall instead be forfeited as provided in Section 7.1(f).

                  6.2 Form of Distribution. The form of the distribution of
benefits to a Participant (or his or her Beneficiary) shall be a cash lump sum
payment.

                                  ARTICLE VII
                              PARTICIPATION LOANS

                  7.1 Hardship Loans to Participants.

                       (a) Subject to the approval of the Committee, each
Participant may borrow from the Company in order to meet (1) a financial
hardship to the Participant resulting from an illness or accident of the
Participant or a dependent of the Participant, (2) loss of the Participants
property due to casualty, or (3) other similar circumstances arising as a
result of events beyond the control of the Participant. Each loan made pursuant
to this Section 7.1 shall be evidenced by a note from the Participant on a form
provided by the Committee. Such note shall bear interest at a rate equal to
that necessary to avoid imputed interest under sections 7872 and 1274(d) of the
Code and have such other terms as the Committee shall determine.

                       (b) The Committee may make a loan under this Section 7.1
only if the amount of the loan does not exceed the amount required to meet the
immediate financial need created by such hardship and the loan or loans
outstanding immediately after the making of the loan would not exceed 65% of
the sum of the balances credited to the Participant's Deferral Account and Loan
Account as of the first day of the month next following the Committee's
acceptance of the Participant's written application for a hardship loan.


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                       (c) The Committee shall, upon making a loan to a
Participant, establish and maintain a Loan Account for the Participant. The
Committee shall debit the mutual fund subaccounts, maintained under the
Participant's Deferral Account on a pro-rata basis or on such other basis as
the Committee deems appropriate or desirable and shall credit the Participant's
Loan Account in an amount equal to the amount of the loan. The amount credited
to a Participants Loan Account shall not be deemed to be invested as directed
by the Participant under Section 3.2(a) but shall be deemed to be invested in
the note given to the Company by the Participant under this Section 7.1.

                       (d) As of the last day of each month, the Participant's
Loan Account will be credited with interest for the period since the last day
of the preceding month, calculated on the balance of the Loan Account as of
such date, at the rate of interest on the note as specified in paragraph (a)
above.

                       (e) Upon any payment of principal and/or interest on a
loan made pursuant to this Section 7.1, the Committee shall debit the
Participant's Loan Account and shall credit the mutual fund subaccounts
maintained under the Participant's Deferral Account with the amount of such
payment on a pro-rata basis or on such other basis as the Committee deems
appropriate or desirable.

                       (f) If any amount is credited to a Participant's Loan
Account on the Participant's Payment Eligibility Date, such amount shall be
forfeited, and the obligation to repay the hardship loan shall be canceled.

                                 ARTICLE VIII
                                 ADMINISTRATION

                  8.1 Committee Members. A committee consisting of one or more
members shall be appointed by, and serve at the pleasure of, the Board of
Directors. The number of members comprising the Committee shall be determined
by the Board which may from time to time vary the number of members. A member
of the Committee may resign by delivering a written notice of resignation to
the Board. The Board may remove any member at any time. Vacancies in the
membership of the Committee shall be filled promptly by the Board.

                  8.2 Committee Action. The Committee shall act at meetings by
affirmative vote of a majority of the members of the Committee. Any action
permitted to be taken at a meeting may be taken without a meeting if, prior to
such action, a written consent to the action is signed by all members of the
Committee and such written consent is filed with the minutes of the proceedings
of the Committee. A member of the Committee shall not vote or act upon any
matter which relates solely to himself or herself as a Participant. The
Chairman or any other member or members of the Committee designated by the
Chairman may execute any certificate or other written direction on behalf of
the Committee.


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                  8.3 Powers and Duties of the Committee.

                       (a) The Committee, on behalf of the Participants and
their Beneficiaries, shall enforce the Plan in accordance with its terms, shall
be charged with the general administration of the Plan, and shall have all
powers necessary to accomplish its purposes, including, but not by way of
limitation, the following:

                           (1) To construe and interpret the terms and
provisions of this Plan;

                           (2) To compute and certify to the amount and kind of
benefits payable to Participants and their Beneficiaries;

                           (3) To maintain all records that may be necessary
for the administration of the Plan;

                           (4) To make and publish such rules for the
regulation of the Plan and procedures for the administration of the Plan as are
not inconsistent with the terms hereof, and

                           (5) To appoint a plan administrator or any other
agent, and to delegate to them such powers and duties in connection with the
administration of the Plan as the Committee may from time to time prescribe.

                  8.4 Construction and Interpretation. The Committee shall have
full discretion to construe and interpret the terms and provisions of this
Plan, which interpretation or construction shall be final and binding on all
parties, including but not limited to the Company and any Participant or
Beneficiary.

                  8.5 Compensation, Expenses and Indemnity.

                       (a) The members of the Committee shall serve without
compensation for their services hereunder.

                       (b) The Committee is authorized at the expense of the
Company to employ such legal counsel as it may deem advisable to assist in the
performance of its duties hereunder. Expenses and fees in connection with the
administration of the Plan shall be paid by the Company.

                       (c) To the extent permitted by applicable state law, the
Company shall indemnify and save harmless the Committee and each member
thereof, the Board of Directors and any delegate of the Committee who is an
employee of the Company against any and all expenses, liabilities and claims,
including legal fees to defend against such liabilities and claims arising out
of their discharge of their responsibilities under or incident to the Plan,
other than expenses and liabilities arising out of willful misconduct. This
indemnity shall not preclude such further indemnities as may be available under
insurance purchased by the Company or provided


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by the Company under any bylaw, agreement or otherwise, as such indemnities are
permitted under state law.

                  8.6 Quarterly Statements. A Participant shall receive
quarterly statements with respect to such Participant's Account as of the last
day of each calendar quarter.

                                  ARTICLE IX
                                 MISCELLANEOUS

                  9.1 Unsecured General Creditor. Participants and their
Beneficiaries, heirs, successors, and assigns shall have no legal or equitable
rights, claims, or interest in any specific property or assets of the Company.
No assets of the Company shall be held under any trust, or held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company's assets shall be, and remain, the
general unpledged, unrestricted assets of the Company. The Company's obligation
under the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors.

                  9.2 Restriction Against Assignment. The company shall pay all
amounts payable hereunder only to the person or persons designated by the Plan
and not to any other person or corporation. No part of a Participant's Account
shall be liable for the debts, contracts, or engagements of any Participant,
his or her Beneficiary, or successors in interest, nor shall a Participant's
Account be subject to execution by levy, attachment or garnishment or by any
other legal or equitable proceeding, nor shall any such person have any right
to alienate, anticipate, commute, pledge, encumber, or assign any benefits or
payments hereunder in any manner whatsoever. If any Participant, Beneficiary or
successor in interest is adjudicated bankrupt or purports to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any distribution
or payment from the Plan, voluntarily or involuntarily, the Committee, in its
discretion, may cancel such distribution or payment (or any part thereof) to or
for the benefit of such Participant, Beneficiary or successor in interest in
such manner as the Committee shall direct

                  9.3 Witholding. There shall be deducted from each payment
made under the Plan all taxes which are required to be withheld by the Company
in respect to such payment. The Company shall have the right to reduce any
payment by the amount of cash sufficient to provide the amount of said taxes.

                  9.4 Amendment, Modification, Suspension or Termination. The
Board of Directors may amend, modify, suspend or terminate the Plan in whole or
in part, except that no amendment, modification, suspension or termination
shall have any retroactive effect to reduce any amounts allocated to a
Participant's Account. In the event that this Plan is terminated, the amounts
credited to a Participant's Deferral Account shall be distributed to the
Participant or, in the event of his or her death, his or her Beneficiary in a
lump sum within thirty (30) days following the date of termination.


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                  9.5 Governing Law. This Plan shall be construed, governed and
administered in accordance with the laws of the State of New York.

                  9.6 Receipt or Release. Any payment to a Participant or the
Participant's Beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims against the
Committee and the Company. The Committee may require such Participant or
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect.

                  9.7 Payments on Behalf of Persons Under Incapacity. In the
event that any amount becomes payable under the Plan to a person who, in the
sole judgment of the Committee, is considered by reason of physical or mental
condition to be unable to give a valid receipt therefore, the Committee may
direct that such payment be made to any person found by the Committee, in its
sole judgment, to have assumed the care of such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee and the Company.

                  9.8 Headings, etc. Not Part of Agreement. Headings and
subheadings in this Plan are inserted for convenience of reference only and are
not to be considered in the construction of the provisions hereof.

                                   ARTICLE X
                                 BENEFIT OFFSET

                  10.1 Offset for Certain Benefits Payable Under Split-Dollar
Life Insurance Policies.

                       (a) Notwithstanding anything contained herein to the
contrary, any benefits payable under this Plan shall be offset by the value of
benefits received by the Participants under certain life insurance policies as
set forth in this Section. Participants in this Plan may own life insurance
policies (the "Policies") purchased on their behalf by the Company. The
exercise of ownership rights under these Policies by each Participant is,
however, subject to certain conditions (set forth in a 'Split-Dollar Life
Insurance Agreement' between each Participant and the Company, pursuant to
which the Company holds a security interest on the Policy) and, if the
Participant fails to meet the conditions set forth in the Split-Dollar Life
Insurance Agreement, the Company may exercise its security interest in the
Policy and cause the Participant to lose certain benefits under the Policy. In
the event that a Participant satisfies the conditions specified in Section 4 or
5 of the Split-Dollar Life Insurance Agreement, so that the Participant or his
or her beneficiary under the Policy becomes entitled to exercise rights free
from the Company's security interest under one of those sections, the value of
those benefits shall constitute an offset to any benefits otherwise payable
under this Plan. As the case may be, this offset (the "Offset Value") shall be
equal to the value of benefits payable under the Split-Dollar Life Insurance
Agreement, that is, the cash surrender value of the Policy or, in the case of
Participant's death, the death benefit payable to the beneficiary under the
Policy. The Offset


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Value shall then be compared to the Participant's Account, and the amounts
credited to the Account shall be reduced, but not to less than zero, by the
Offset Value.

                       (b) If the Policy in subsection (a) is not on the life
of the Participant and the insured dies prior to distribution of benefits under
this Plan, then the value of the benefits received by the participant under the
Policy will offset the Participant's Account under this Plan. This offset
('Offset Value') shall be equal to the amount of death benefit payable to the
Participant divided by the Tax Adjustment Factor. This Offset Value shall then
be compared to the Participant's Account, and the amounts credited to the
Account shall be reduced, but not to be less than zero, by the Offset Value.




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