EXHIBIT 10.30

                         SANDSPORT DATA SERVICES, INC.,
                                 SANDATA, INC.,
                       SANDATA HOME HEALTH SYSTEMS, INC.,
                           SANTRAX PRODUCTIVITY, INC.,
                             SANDATA SPECTRUM, INC.,
                            PRO-HEALTH SYSTEMS, INC.,
                     formerly known as Sandata Inteck, Inc.,
                              SANTRAX SYSTEMS, INC.

                                       AND

                                  HSBC BANK USA
                                formerly known as
                               MARINE MIDLAND BANK



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                     THIRD AMENDMENT AND WAIVER DATED AS OF
                        AUGUST 24, 2001 TO LOAN AGREEMENT
                           DATED AS OF APRIL 18, 1997

                   -------------------------------------------

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     THIS THIRD AND  WAIVER  AMENDMENT  made as of the 24th day of August,  2001
among SANDSPORT DATA SERVICES, INC., a New York corporation having its principal
place of business at 26 Harbor Park Drive, Port Washington,  New York 11050 (the
"Company"),   SANDATA,   INC.,  SANDATA  HOME  HEALTH  SYSTEMS,   INC.,  SANTRAX
PRODUCTIVITY,  INC.,  SANDATA  SPECTRUM,  INC.  and  PRO-HEALTH  SYSTEMS,  INC.,
formerly known as Sandata Inteck,  Inc., each a Delaware  corporation having its
principal place of business at 26 Harbor Park Drive,  Port Washington,  New York
11050 and SANTRAX  SYSTEMS,  INC., a New York  corporation  having its principal
place of  business  at 26 Harbor Park  Drive,  Port  Washington,  New York 11050
(individually, a "Guarantor" and, collectively, the "Guarantors")

                                       and

     HSBC BANK USA,  formerly  known as Marine  Midland  Bank,  a New York bank,
having an office  at 534  Broad  Hollow  Road,  Melville,  New York  11747  (the
"Bank").

                              W I T N E S S E T H:

     WHEREAS,  the Company,  the  Guarantors and the Bank entered into a certain
revolving  credit  agreement  dated as of April 18, 1997,  as amended by a First
Amendment dated as of August 3, 1999 and a Second Amendment dated as of February
14,  2000  (collectively,  the  "Agreement")  providing  for  certain  financial
accommodations  to the  Company  and which  Agreement  is now in full  force and
effect; and

     WHEREAS, the Company has requested that the Bank amend and waive compliance
with certain  terms and  provisions  of the Agreement and the Bank has agreed to
amend and waive such terms and provisions;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  agreements
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:

     1. As used in this Third  Amendment  capitalized  terms,  unless  otherwise
defined, shall have the meaning ascribed thereto in the Agreement.

     2.  The  Bank  and  the  Company  agree  that as of  August  23,  2001  the
outstanding principal balance of the Revolving Credit Note was $4,050,000.00 and
all  interest  due on the  Revolving  Credit Note has been paid through July 31,
2001.

     3. Section 5.10 (a) (ii) of the  Agreement is hereby  amended to delete the
language contained therein and to substitute the following therefor:

               "(ii)Net  Worth  of at  least  $5,435,000  on May 31,  2001 to be
          increased by $150,000.00 to at least $5,585,000 on May 31, 2002 and to
          be increased by at least $150,000.00 as at the end of each fiscal year
          thereafter.

     4. The Borrower and each  Guarantor  hereby  represents and warrants to the
Bank that:

     (a)  Each and every of the  representations and warranties set forth in the
          Agreement  is true as of the date  hereof and with the same  effect as
          though made on the date hereof, and is hereby  incorporated  herein in
          full by reference as if fully restated herein in its entirety.

     (b)  Except  for the  waivers  granted  hereunder,  no  Default or Event of
          Default and no event or condition which,  with the giving of notice or
          lapse of time or both,  would  constitute  such a Default  or Event of
          Default, now exists or would exist after giving effect hereto.

     5. Subject to the  satisfaction of the conditions set forth in paragraph 10
hereof, the Bank hereby waives any noncompliance  with the following  provisions
of the  Agreement:  (a) Section  5.10 (a) (ii) for the fiscal year ended May 31,
2001, solely to the extent that Net Worth was actually  $5,435,000,  rather than
the required  $7,561,000  and (b) Section 5.10 (b) for the fiscal year ended May
31,  2001,  solely to the extent that a net profit  after taxes of $1.00 was not
attained and the Company had a net loss after taxes of $2,100,000. These waivers
are limited to the circumstances and conditions set forth above. These shall not
be  deemed  continuing  or  further  waivers  of  these  or any  other  terms or
provisions of the Agreement.

     6. It is expressly  understood and agreed that all collateral  security for
the Advances and other  extensions of credit set forth in the Agreement prior to
the  amendment  provided  for  herein is and  shall  continue  to be  collateral
security  for the  Advances  and  other  extensions  of credit  provided  in the
Agreement as herein amended.  Without  limiting the generality of the foregoing,
the Company hereby  absolutely and  unconditionally  confirms that each document
and instrument  executed by the Company  pursuant to the Agreement  continues in
full force and effect, is ratified and confirmed and is and shall continue to be
applicable to the Agreement (as herein amended).

     7. By their execution of this Amendment in the space provided  below,  each
of the Guarantors  indicated below hereby consent to this Amendment and reaffirm
their continuing liability under their respective guarantees,  in respect of the
Agreement as amended hereby and all security agreements,  documents, instruments
and agreements  executed  pursuant thereto or in connection  therewith,  without
offset, defense or counterclaim (any such offset, defense or counterclaim as may
exist being hereby irrevocably waived by such guarantors).

     8. The  amendments  set forth  herein are limited  precisely as written and
shall  not be deemed  to (a) be a  consent  to or a waiver of any other  term or
condition of the  Agreement or any of the  documents  referred to therein or (b)
prejudice  any  right or  rights  which the Bank may now have or may have in the
future under or in connection  with the  Agreement or any documents  referred to
therein.  Whenever the  Agreement is referred to in the  Agreement or any of the
instruments,  agreements or other  documents or papers executed and delivered in
connection  therewith,  it shall be deemed to mean the  Agreement as modified by
this Second Amendment.

     9. The Company agrees to pay on demand, and the Bank may charge any deposit
or loan accounts(s) of the Company, all reasonable expenses incurred by the Bank
in connection with the negotiation,  preparation and  administration  (including
any future waiver or modification  and legal counsel as to the rights and duties
of the Bank) under the Agreement.

     10.  This  Amendment  shall  become  effective  on such  date as all of the
following conditions shall be satisfied:

     (a)  Collective  Amended and Restated  Security  Agreement.  The Bank shall
          have received a duly executed collective amended and restated security
          agreement.

     (b)  UCC Financing Statements, Amendments and Searches. The Bank shall have
          received  UCC-1  financing  statements,  UCC-3  amendments  and UCC-11
          searches.

     (c)  Good Standing Certificates. The Bank shall have received good standing
          certificates from the applicable state of incorporation of the Company
          and each of the Guarantors  and, if not  incorporated  in the State of
          New York, a certificate  of authority to do business from the New York
          Secretary of State.

     (d)  Officers'  Certificates.   The  Bank  shall  have  received  officers'
          certificates of the Company and the Corporate Guarantors.

     (e)  Opinion of Counsel. The Bank shall have received an opinion of counsel
          to the Company and the Guarantors.

     (f)  Fees.  All fees of the Bank and fees and  disbursements  of the Bank's
          counsel shall have been paid in full.

     (g)  Legal  Matters.  All legal  matters and the form and  substance of all
          documents  required  hereunder  shall be  satisfactory  to the  Bank's
          counsel.

     11. This Amendment is dated as of August 24, 2001 and shall be effective on
the date of execution by the Bank retroactive to such date.

     12. This  Amendment  may be executed in  counterparts,  each of which shall
constitute an original,  and each of which taken together  shall  constitute one
and the same agreement.


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     IN WITNESS WHEREOF,  the parties hereto have caused this Third Amendment to
be duly executed and delivered by their  respective duly authorized  officers as
of the date first above written.

                                        SANDSPORT DATA SERVICES, INC.


                                        By:/s/Bert E. Brodsky
                                           Bert E. Brodsky
                                           Chairman

                                        HSBC BANK USA


                                        By:/s/Gary Sarro
                                           Gary Sarro
                                           Vice President

<PAGE>

     Each of the guarantors  indicated  below hereby  consents to this Amendment
and reaffirms its continuing liability under its respective guarantee in respect
of the Agreement as amended hereby and all the security  agreements,  documents,
instruments and agreements executed pursuant thereto or in connection therewith,
without  offset,   defense  or  counterclaim   (any  such  offset,   defense  or
counterclaim as may exist being hereby irrevocably waived by such guarantors).

                                        SANDATA, INC.


                                        By:/s/Bert E. Brodsky
                                           Bert E. Brodsky
                                           President

                                        SANDATA HOME HEALTH
                                        SYSTEMS, INC.


                                        By:/s/Bert E. Brodsky
                                           Bert E. Brodsky
                                           President

                                        SANTRAX PRODUCTIVITY, INC.


                                        By: /s/Bert E. Brodsky
                                            Bert E. Brodsky
                                            President

                                        SANDATA SPECTRUM, INC.


                                        By:  /s/Bert E. Brodsky
                                             Bert E. Brodsky
                                             President

                                        PRO-HEALTH SYSTEMS, INC.
                                        formerly known as Sandata Inteck, Inc.


                                        By:  /s/Bert E. Brodsky
                                             Bert E. Brodsky
                                             President

                                        SANTRAX SYSTEMS, INC.


                                        By:  /s/Bert E. Brodsky
                                             Bert E. Brodsky
                                             President

<PAGE>

State of New York, County of Nassau, ss:

     On the 24th day of  August,  in the year 2001,  before me the  undersigned,
personally  appeared BERT E. BRODSKY,  personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity,  and that by his signature on the  instrument,  the  individual or the
person upon behalf of which the individual acted, executed the instrument.

                                                           /s/Linda Scarpantonio
                                                           Notary Public



State of New York, County of Suffolk, ss:

     On the day of , in the year  2001,  before me the  undersigned,  personally
appeared  GARY  SARRO,  personally  known to me or  proved to me on the basis of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the  instrument,  the  individual or the
person upon behalf of which the individual acted, executed the instrument.



                                                           Notary Public