EXHIBIT 10.57<PAGE>
PREMIUM FINANCE AGREEMENT 
  DISCLOSURE STATEMENT AND SECURITY AGREEMENT

A.I. Credit Corp.
160 Water Street
New York, NY 10038
(212) 428-5400 or 1-800-221-3450

INSURED/BORROWER
  Staff Builders, Inc.
  1983 Marcus Avenue
  Lake Success,  NY  11042
_________________________________________________________________
A)   Total Premiums                     $5,726,956.00

B)   Cash Down Payment                  $        0.00

C)   Amount Financed (The
       amount of Credit provided
       to insured or on its behalf)     $5,726,956.00

D)   Finance Charge (Dollar amount
       credit will cost)                $  609,806.84

E)   Florida Documentary Stamp Tax      $        0.00

F)   Total of Payments (Amounts which
       have been paid after making
       all scheduled payments)          $6,336,762.84
_________________________________________________________________

Annual Percentage Rate                           6.69%
  (Cost of credit figured as a yearly rate)
_________________________________________________________________
PAYMENT SCHEDULE
Amount of Each Payment                  $  176,021.19
Number of Payments (Monthly)                       36
1st Payment Due                               1/15/97
Final Payment Due                            12/15/99
SCHEDULE OF POLICIES
Policy Number and Prefix                DRP 204/93
                                        DRP 204/94
Full Name of Insurance Company and
Name and Address of Policy Issuing      East River Insurance
Agent                                   East River Insurance

Type of Policy Premium                  WMC
                                        WMC

Term in Months                          36
                                        36

Effective Date M,D,Y                    12/15/96
                                        12/15/96

Policy Premiums                         $ 5,726,956
                                        (Included)
TOTAL PREMIUMS (Recorded in "A")`       $ 5,726,956              
_________________________________________________________________
IMPORTANT NOTICE TO INSURED
Notice: 1) Do not sign this Agreement before you read it or if it
contains any blank spaces.  2)  You are entitled to completely
filled-in copy of this Agreement at the time you sign.  3)  Under
the law, you have the right to pay off in advance the full amount
due and under certain conditions to obtain a partial refund of the
finance charge.  4)  Keep your copy of this Agreement to protect
your legal rights.

AGENT or BROKER     Treiber Group LLC
BUSINESS ADDRESS    377 Oak Street, Garden City, NY 11530
_________________________________________________________________
AGREEMENTS OF AGENT OR BROKER
The Agent or Broker Undersigned:
1) Represents and warrants as follows: (a) to the best of the
undersigned's knowledge and belief, the insured's signature is
genuine or, to the extent permitted by applicable Law, the
undersigned Agent or Broker has been authorized (in writing) by the
insured to sign this Agreement on their behalf, (b) the insured has
received a copy of the Agreement, (c) the scheduled Policies are in
full force and effect and the premiums indicated therefore are
correct, (d) the insured may cancel all scheduled policies
immediately upon request, (e) none of the Policies scheduled in the
Agreement are non-cancelable, and (f) if indicated, the down
payment due at Policy inception in the amount of $0 and
installments due on   -   have been collected and are being
retained by us.
2)  Upon cancellation of any of the scheduled Policies, the
undersigned Agent or Broker agrees upon demand to pay to you or
your assigns their commission on any unearned premiums applicable
to the cancelled Policies.
3)  For California business, the undersigned agent will receive
from the lender $0 for aiding in administration of the premium
finance agreement relating to above premiums.
4)  Warrants that it is the authorized Policy issuing agent of the
insurance companies or the broker placing the coverage directly
with the insurance company on all the Policies scheduled except:
n/a
_________________________________________________________________
     Where the word "Policy" or "Policies" is used in this
Agreement, it means the policies listed above in the Schedule of
Policies.
     Where the word "you, your or AICCO" is used in this Agreement,
it means A.I.Credit Corp. or AICCO Inc. (as checked above).
     Wherever the words "I" or "me" are used in this Agreement, it
means the undersigned Insured, which is a commercial entity.
                      AGREEMENT OF INSURED
THE NAMED INSURED HEREBY AGREES:
1)  In consideration of the premium payments being financed by you
to the above insurance company(ies) on my behalf, I promise to pay
to your order the TOTAL OF PAYMENTS to be made in accordance with
the PAYMENT SCHEDULE, subject to the provisions set forth in this
Agreement.
2) a) If there is an amount listed as "Brokers Fee" in the Schedule
of Policies listed above, this fee is charged under Section 2119 of
the New York Insurance Law or the Law, if any, of the state in
which I live.  This fee is charged for obtaining and servicing the
Policy or where the risk to be insured under the Policy resides.
b) A fee $none, which is not being financed, has been charged under
the provisions of these Laws.  If none has been charged, the word
"none" is shown. 

                        POWER OF ATTORNEY
The insured appoints AICCO its Attorney-in-Fact with full authority
to cancel the insurance policies, financed herein for nonpayment of
installments as set forth in this Agreement.

12/26/96  /S/Gary Tighe, Sr. Vice President                      
 Date     Signature of Insured(s) or Agent or Broker