EXHIBIT

                                                      10.53<PAGE>
           
EMPLOYMENT AGREEMENT

         Employment Agreement ("Agreement"), dated as of February
9, 1998 by and between STAFF BUILDERS INC., a New York
Corporation ("Staff Builders" or the "Corporation"), and DALE
R. CLIFT who resides at 2940 South Tamarac St., Denver,
Colorado 80231 ("Executive").

         WHEREAS, Staff Builders 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 Staff Builders on such terms and conditions.

         NOW, THEREFORE, in consideration of their mutual promises
and other adequate consideration, Staff Builders and the
Executive do hereby agree as follows:

         1.      EMPLOYMENT.  Staff Builders will employ the
Executive as Executive Vice President-Finance & Chief
Financial Officer, in accordance with the terms and
provisions of this Agreement.

         2.      DUTIES. The Executive shall be responsible for all
financial aspects of the Corporation and its affiliates and
subsidiaries, as directed by the CEO. The Executive shall
report directly to the Chief Executive Officer of the
Corporation or such other officer of the Corporation as the
Board of Directors may from time to time designate.  The
Executive shall devote his full business time, attention and
skill to the performance of his duties hereunder and to the
advancement of the business and interests of Staff Builders.
         
         3.      TERM.  This Agreement shall be effective upon
execution by Staff Builders and the Executive, and shall
remain in effect until February 8, 2001, unless terminated
earlier pursuant to the terms hereof.
         
         4.      COMPENSATION.
                 Salary.  The Executive shall be paid a salary of
                      $225,000 per annum during the term hereof,
                      payable in weekly installments.  The Executive's
                      salary will be reviewed by Staff Builders on
                      March 1, 1999 and March 1, 2000.
                 Benefits.  The Executive shall be eligible to
                      receive and participate in all health, medical or
                      other insurance benefits which Staff Builders
                      provides or makes available to its employees. 
                      The Executive may enroll in the Staff Builders
                      health program effective upon the first date of
                      employment.
                 Expenses.  Staff Builders 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 Staff Builders.  
                 Relocation Expenses.   Staff Builders will
                      reimburse the Executive for relocation expenses
                      incurred during the first six (6) months of
                      employment directly related to the Executive's
                      move to the Long Island area.  Reimbursable
                      expenses will include: packing and shipping of
                      household goods, Realtor fees and closing costs
                      related to the sale of the Executive's current
                      residence. The total amount of relocation
                      expenses to be reimbursed to the Executive will
                      not exceed $40,000.
                 (a)       Car Allowance.  The Executive will be paid a
                      car allowance of 
                 ($575) per month.
                 Misc. Expense.  In connection with the Executive's
                      start of employment at Staff Builders, the
                      Executive will be paid a one time payment of
                      $18,000, on or before February 27, 1998.
                 Vacation.  The Executive shall be entitled to three
                      (3) weeks of paid vacation during each twelve
                      (12) month period of employment during the term.
                 Incentive Compensations.   The Executive is
                      entitled to participate in the TIP TOP Program.
                 Deferred Compensation.  The Executive is entitled
                      to participate in the Deferred Compensation
                      Program as described in the plan documents.
                 Employee Stock Purchase Plan.  The Executive is
                      entitled to participate in the Employee Stock
                      Purchase Plan as described in the plan documents.
         
         5.      TERMINATION:  RIGHTS AND OBLIGATIONS UPON
TERMINATION.
                 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.
                 (a)      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.
                 (b)      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 fails to  fulfill his obligations
                      under this Agreement, has 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.
                 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 below)
                      or resigns for any reason (other than due to
                      termination for Cause), the Executive shall
                      begin to receive within thirty (30) days after
                      such discharge or resignation a severance
                      payment equal to 2.99 times the "average annual
                      base salary" paid to him at the same rate of
                      pay in effect at the date of the Change of
                      Control to be paid in weekly installments for
                      the three (3) year period following such
                      discharge or resignation.  For the purposes of
                      this Section 5, "average annual base salary"
                      shall mean the average of Employee"s annual
                      income in the nature of compensation payable by
                      the Company and includible in gross income over
                      the three most recent taxable years ending
                      before the Change of Control.  Anything
                      contained herein to the contrary
                      notwithstanding, for a Change of Control
                      occurring before 2001, "average annual base
                      salary" shall be equal to the average salary
                      paid the employee as follows:
                                   Years Considered in Calculating
                      Year of Change in Control Average Base Salary  
                          1998-1999                          1998
                          1999                               1998
                          2000                               1999
                          2001                               2000
                      
                      A "Change of Control" shall be deemed to occur
                      when a person, corporation, partnership,
                      association or entity (exclusive of the
                      currently contemplated reorganization) (x)
                      acquires a majority of the outstanding voting
                      securities of Staff Builders, Inc., a Delaware
                      corporation ("SBD") or (y) acquires securities
                      of the bearing a majority of voting power with
                      respect to election of directors of SBD or (z)
                      acquires all or substantially all of SBD's
                      assets.
                 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 or
                      otherwise.
                 (a)      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 Staff Builders:
                                   Staff Builders, Inc.
                                   1983 Marcus Avenue
                                   Lake Success, New York 11042
                                   Attention:  Stephen Savitsky, President
                                              or
                          if to the Executive:
                                   Dale R. Clift 
                                   2940 South Tamarac Street
                                   Denver, Colorado 80231

         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
                 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
anemployee, 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 Staff Builders, including but not limited to, any matters
concerning the business of Staff Builders.
                 (b)      The Executive agrees that, during the term
                      hereof and for six (6) months following the
                      termination hereof, 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 home health care or supplemental
                      staffing business conducted by Staff Builders; or
                      (B) during the term hereof and for one (1) year
                      following the termination hereof directly or
                      indirectly solicit, recruit or hire any employee
                      of Staff Builders to leave the employ of Staff
                      Builders; or (C) solicit any client or customer
                      of Staff Builders to terminate or modify its
                      business relationship with Staff Builders.               
                          
                 (c)      The foregoing restrictions on the Executive
                      set forth in this Section 7 shall be operative
                      for the benefit of Staff Builders and of any
                      business owned or controlled by Staff Builders,
                      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 Staff Builders is
                      engaged and the Executive's knowledge of Staff
                      Builders' business. Notwithstanding anything
                      herein to the contrary, if the period of time or
                      the 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 Staff Builders
                      irreparable harm for which there is no adequate
                      remedy at law, and as a result of this, Staff
                      Builders shall be entitled to the issuance of an
                      injunction, restraining order or other equitable
                      relief in favor of Staff Builders 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 Staff Builders
                      may have at law or in equity.
                 (f)      For purposes of this Section 7, the term
                      "Staff Builders" shall refer to the Corporation
                      and all of its parents, subsidiaries and
                      affiliated corporations.
         
         8.      JURISDICTION.  The Executive consents to the
jurisdiction of the Supreme Court of the State of New York or
of any Federal Court in the City of New York for a
determination of any dispute as to any matters whatsoever
arising out of or in any way connected with this Agreement and
authorizes the service of process on him by registered mail
sent to him at his address shown on the records of Staff
Builders.
         
         9.      HANDBOOK GROUP INSURANCE PROGRAM BOOKLET.   The
Executive acknowledges receipt of Staff Builders Employee
Handbook and Group Insurance Program booklet (together, the
"Handbook").  The terms of the Handbook are incorporated
herein by reference.  
       
         10.     STOCK OPTIONS.  The Executive will be granted stock
options to purchase 250,000 shares of Staff Builders, Inc.
(Delaware) stock, which will be issued and will vest in
accordance with the terms of an Option Agreement between the
Executive and the Corporation.
       
         11.     BINDING EFFECT.  This Agreement shall bind and inure
to the benefit of Staff Builders, its successors and assigns
and shall inure to the benefit of, and be binding upon, the
Executive, his heirs, executors and legal representatives.                 

         12.     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.
       
         13.     APPLICABLE LAW.   This Agreement shall be governed
by and construed in accordance with the laws of the State of
New York.
       
         14.     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.
       
         15.     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.

         IN WITNESS WHEREOF, Staff Builders and the Executive have
executed this Employment Agreement as of the date first above
written.

                                    
                          STAFF BUILDERS, INC.

                          By:      /s/Stephen Savitsky 
                                    Stephen Savitsky, CEO                       
                 


                          By:      /s/ Dale R. Clift
                                   Dale R. Clift