STAR MULTI CARE SERVICES, INC.
                              33 Walt Whitman Road
                                    Suite 302
                       Huntington Station, New York 11746


                                       July 12, 1997



PRIVILEGED AND CONFIDENTIAL

Mr. William Fellerman
1554 Holiday Park Drive
Wantagh, New York 11793


Dear Mr. Fellerman

Star  Multi  Care  Services,  Inc.,  a New  York  corporation  (the  "Company"),
considers it essential to the best interests of its  stockholders  to foster the
continuous employment of key management personnel. In this connection, the Board
of Directors of the Company (the "Board")  recognizes  that, as is the case with
many  publicly held  corporations,  a change in control of the Company is always
possible and that such  possibility,  and the  uncertainty and questions that it
may raise  among  management,  may result in the  departure  or  distraction  of
management personnel to the detriment of the Company and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and
encourage  the continued  attention  and  dedication of members of the Company's
management,  including yourself, to their assigned duties without distraction in
the face of potentially disturbing circumstances arising from the possibility of
a change in control of the Company although no such change is now contemplated.

In order to induce you,  William  Fellerman (the  "Executive") to remain in your
position  as  Secretary  and  Chief  Financial   Officer  of  the  Company  (the
"Position")  and in  consideration  of your agreement set forth in  Subparagraph
2(d) hereof,  the Company  agrees that you shall receive the severance  benefits
set forth in this letter agreement ("Agreement") in the event your Position with
the Company is terminated subsequent to a "Change in Control of the Company" (as
such term is defined in  Paragraph  2 hereof),  or you are  "Terminated  Without
Cause" (as such term is defined in Paragraph 2 hereof), or a "Resignation of the
Executive" (as such term is defined in Paragraph 2 hereof) occurs. The amount of
your severance benefits has been calculated based upon a formula approved by the
Board and takes  into  account  your level of  responsibility  and your years of
service with the Company.

1. Term of  Agreement.  This  Agreement  shall  commence on the date hereof (the
"Commencement  Date")  and  shall  continue  in  effect  for one  year  from the
Commencement


<PAGE>



Date;  provided,  however,  that  commencing on the one year  anniversary of the
Commencement Date, and upon each annual anniversary thereafter, the term of this
Agreement shall  automatically  be extended for one additional year unless,  not
later than three (3) months prior to such automatic  extension date, the Company
shall  have  given  notice  that it does  not  wish to  extend  this  Agreement;
provided,  further,  if a Change in Control of the Company  shall have  occurred
during the original or extended term of this  Agreement,  this  Agreement  shall
continue in effect for a period of six (6) months beyond the month in which such
Change in Control occurred.

2. Termination or Resignation of Employment

     (a) Change in Control.  Benefits  shall be payable  hereunder  should there
have been a Change in Control of the Company, as set forth below:

          (A) For  purposes  of this  Agreement,  a "Change  in  Control  of the
Company"  shall be deemed to have  occurred  if: (i) any "person" or "group" (as
such terms are used in Section  3(a)(9) and 13(d)(3) of the Securities  Exchange
Act of 1934, as amended (the  "Act")),  except for an employee  stock  ownership
trust (or any of the trustees  thereof),  becomes a "beneficial  owner" (as such
term is used in Rule 13d-3  promulgated  under the Act),  after the date hereof,
directly or indirectly, of securities of the Company representing thirty percent
(30%) or more of the combined  voting power of the  Company's  then  outstanding
securities; (ii) a change in "control" is defined in Rule 12b-2 or any successor
rule promulgated  under the Act) shall have occurred;  (iii) the majority of the
Board of Directors, as such entire Board of Directors is composed at the date of
this Agreement,  no longer serve as directors of the Company,  except that there
shall not be counted  toward such  majority who no longer serve as directors any
director  who ceased to serve  either  prior to the date of a Change in Control,
for any reason, or at any other time due to his death, disability or termination
for cause;  (iv) the  shareholders  of the  Company  approve a plan of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company  of  all  or  substantially  all of the  Company's  assets;  or (v)  the
shareholders  of the Company  approve a merger or  consolidation  of the Company
with any other company,  other than a merger or consolidation which would result
in the combined  voting power of the  Company's  voting  securities  outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) more than  seventy  percent  (70%) of the  combined  voting power of the
voting   securities  of  the  Company  or  such  surviving  entity   outstanding
immediately after such merger or consolidation . Notwithstanding  the foregoing,
any  transaction  involving  a  leveraged  buy out or other  acquisition  of the
Company  which would  otherwise  constitute  a Change in  Control,  in which the
Executive  participates in the surviving or successor  entity (other than solely
as an employee or consultant), shall not constitute a Change in Control.

          (B)  Notwithstanding  anything in this Agreement to the contrary,  the
Executive  shall have the right,  prior to the receipt by him of any amounts due
thereunder, to waive receipt thereof or, subsequent to the receipt by him of any
amounts due  thereunder,  or subsequent to the receipt by him of any amounts due
hereunder, to treat some or all of


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<PAGE>



such amounts as a loan from the Company which the  Executive  shall repay to the
Company,  within ninety (90) days from the date of receipt, with interest at the
rate  provided  in  Section  7872 of the  Code.  Notice  of any such  waiver  or
treatment of amounts  received as a loan shall be given by the  Executive to the
Company in writing and shall be binding upon the Company.

     (b) Termination  Without Cause.  Benefits shall be payable hereunder should
there  have been a  Termination  Without  Cause of the  Executive,  as set forth
below:

           (A) For purposes of this Agreement,  a "Termination Without Cause" of
the Executive shall be deemed to have occurred if: (i) a Change of Control shall
not have  previously  occurred,  and (ii) the Company  decides to terminate  the
services of the  Executive  for any reason other than for Cause,  Disability  or
Death, as defined in Paragraph 3 of this Agreement

           (B) Notwithstanding  anything in this Agreement to the contrary,  the
Executive  shall have the right,  prior to the receipt by him of any amounts due
thereunder, to waive receipt thereof or, subsequent to the receipt by him of any
amounts due  thereunder,  or subsequent to the receipt by him of any amounts due
hereunder, to treat some or all of such amounts as a loan from the Company which
the Executive shall repay to the Company,  within ninety (90) days from the date
of  receipt,  with  interest at the rate  provided in Section  7872 of the Code.
Notice of any such waiver or  treatment  of amounts  received as a loan shall be
given by the  Executive  to the Company in writing and shall be binding upon the
Company.

   (c) Resignation of the Executive.  Benefits shall be payable hereunder should
there have been a Resignation of the Executive, as set forth below:

           (A) For purposes of this Agreement,  a "Resignation of the Executive"
shall be deemed to have  occurred  if:  (i) a Change of  Control  shall not have
previously occurred, (ii) the Company has not previously terminated the services
of the Executive for any reason,  and (iii) the Executive  decides to resign his
position with the Company after the Board of Directors  duly adopts a resolution
by the  affirmative  vote of no less than one half  (1/2) of the  members of the
Board of Directors requesting the Executive to resign from his position.

           (B) Notwithstanding  anything in this Agreement to the contrary,  the
Executive  shall have the right,  prior to the receipt by him of any amounts due
thereunder, to waive receipt thereof or, subsequent to the receipt by him of any
amounts due  thereunder,  or subsequent to the receipt by him of any amounts due
hereunder, to treat some or all of such amounts as a loan from the Company which
the Executive shall repay to the Company,  within ninety (90) days from the date
of  receipt,  with  interest at the rate  provided in Section  7872 of the Code.
Notice of any such waiver or  treatment  of amounts  received as a loan shall be
given by the  Executive  to the Company in writing and shall be binding upon the
Company.



                                        3

<PAGE>



   (d)  Confidentiality  and  Non-Competition.  In further  consideration of the
obligation of the Company  expressed in this Agreement,  you agree to execute or
re-execute,  as the case may be, the Company's  standard form of Confidentiality
and Non-Competition Agreement for executives, attached hereto as Exhibit A.

3.   Rights of the Executive  Following Change in Control,  Termination  Without
     Cause, or the Resignation of the Executive.

   (a) Right to Benefits. If any of the events described in Paragraph 2(a), 2(b)
or 2(c)  herein  shall have  occurred,  you shall be  entitled  to the  benefits
provided in Paragraph 4 herein upon the subsequent  termination of your Position
with the Company  during the term of this Agreement  unless such  termination is
(i) because of your death,  Disability  or  Retirement,  (ii) by the Company for
Cause, or (iii) by you more than six months after such Change in Control,  other
than for Good Reason and not as a Resignation of the Executive,  as set forth in
Paragraph 2(c).

   (b)  Disability;  Retirement.  If,  as a  result  of your  incapacity  due to
physical  or mental  illness,  you shall  have been  absent  from the  full-time
performance of your duties with the Company for six (6) consecutive  months, and
within  thirty  (30)  days  after  written  Notice of  Termination  (hereinafter
defined) is given,  you shall not have returned to the full-time  performance of
your  duties,  your  Position may be  terminated,  by the Company or by you, for
"Disability";  if your employment is properly so terminated, then this Agreement
shall terminate concurrently. Termination by the Company or you of your Position
based on  "Retirement"  shall mean  termination in accordance with the Company's
retirement  policy  generally   applicable  to  its  salaried  employees  or  in
accordance with any retirement  arrangement  established  with your consent with
respect to yourself.

   (c) Cause. Termination by the Company of your Position for "Cause" shall mean
termination  upon (i) the willful and continued  failure by you to substantially
perform  your  material  duties  with the Company  (other than any such  failure
resulting  from your  incapacity  due to physical or mental  illness or any such
failure after the issuance by you for Good Reason of a Notice of Termination (as
the terms "Good  Reason" and "Notice of  Termination"  are defined in paragraphs
3(d) and 3(e),  respectively) after a written demand for substantial performance
is  delivered  to you by the Board,  which demand  specifically  identifies  the
material  duties  that the  Board  believes  that  you  have  not  substantially
performed;  or (ii) the willful  engaging by you in conduct that is demonstrably
and materially injurious to the Company,  monetarily or otherwise;  or (iii) the
conviction of the Executive of a felony,  including the plea of nolo contendere,
or (iv) the commission of any act by the Executive  against the Company that may
be construed as the crime of embezzlement,  larceny,  and/or grand larceny.  For
purposes  of this  Subparagraph  3(c),  no act,  or failure to act, on your part
shall be deemed "willful" unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your action or omission was in the best
interest of the Company.  Any other  provision in this paragraph to the contrary
notwithstanding,  you shall not be  deemed  to have  been  terminated  for Cause
unless and until the Board duly adopts a resolution by the  affirmative  vote of
no less than  three-


                                       4


<PAGE>

quarters  (3/4) of the entire  membership of the Board at a meeting of the Board
called  and  held  for  such  purpose  (after  reasonable  notice  to you and an
opportunity for you, together with your counsel,  to be heard before the Board),
finding  that in the good faith  opinion of the Board you were guilty of conduct
described in Paragraphs 3(c)(i) and 3(c)(ii)  specifying the particulars thereof
in detail and a certified copy of such resolution is delivered to you.

   (d) Good Reason.  For purposes of this  Agreement,  "Good Reason" shall mean,
without your express  written  consent,  the  occurrence of any of the following
circumstances  unless,  in the case of clauses  (i),  (v),  (vi) or (vii),  such
circumstances are fully corrected prior to the Date of Termination  specified in
the Notice of Termination, as defined in paragraphs 3(e) and 3(f), respectively,
given in respect thereof:

                     (i) the assignment to you of any duties  inconsistent  with
           your status as Secretary and Chief  Financial  Officer of the Company
           or a substantial  adverse  alteration in the nature or status of your
           responsibilities  from those in effect  immediately prior to a Change
           in Control of the Company;

                     (ii) a reduction by the Company in the fees paid to William
           Fellerman C.P.A., P.C. as in effect on the date hereof or as the same
           may be  increased  from  time to time,  except  for  across-the-board
           salary  reductions  similarly  affecting all senior executives of the
           Company  and all  senior  executives  of any person in control of the
           Company;

                     (iii) the relocation of the Company's  principal  executive
           offices  to  a  location   which  is  outside  a  50-mile  radius  of
           Hicksville,  New  York  or the  Company  requiring  you  to be  based
           anywhere other than the Company's  principal  executive  offices,  in
           addition to any of the Company's offices,  except for required travel
           on the Company's business to an extent substantially  consistent with
           your  present  business  travel  obligations,   or  the  adverse  and
           substantial  alteration of the office space or secretarial or support
           services provided to you for the performance of your duties;

                     (iv) the failure by the Company,  without your consent,  to
           pay to  William  Fellerman  C.P.A.,  P.C.  any  portion  of the  fees
           currently  being  paid,   except  pursuant  to  an   across-the-board
           compensation  and  fee  deferral   similarly   affecting  all  senior
           executives of the Company and all senior  executives of any person in
           control of the Company,  or the failure by the Company to pay William
           Fellerman C.P.A., P.C. any portion of an installment of deferred fees
           under any  deferred  compensation  and fee  program  of the  Company,
           within seven (7) days of the date such fee is due;


                                       5
<PAGE>



                     (v) the  failure by the  Company to  continue in effect any
           compensation or fee plan in which you participate that is material to
           the total  compensation  and fees,  including  but not limited to the
           Company's  Employee Stock Purchase Plan, 401(k) salary reduction plan
           or any incentive  compensation  plan, or any substitute plans adopted
           prior to a Change in  Control  of the  Company,  unless an  equitable
           arrangement  (embodied in an ongoing  substitute or alternative plan)
           has been  made with  respect  to such  plan,  or the  failure  by the
           Company to continue your participation therein (or in such substitute
           or alternative  plan) on a basis not materially less favorable,  both
           in terms of the  amount of  benefits  provided  and the level of your
           participation relative to other participants, than your participation
           as it existed at the time of a Change in Control of the Company;

                     (vi) unless such action is pursuant to an  across-the-board
           reduction in benefits  similarly  affecting all senior  executives of
           the Company and all senior executives of any person in control of the
           Company,  the  failure by the Company to continue to provide you with
           benefits  substantially  similar to those enjoyed by you under any of
           the Company's pension, life insurance, automobile insurance, medical,
           health and accident,  or disability  plans, if any, in which you were
           participating  at the time of a Change in Control of the Company,  or
           the  taking of any  action by the  Company  that  would  directly  or
           indirectly  materially  reduce any of such benefits or deprive you of
           any material fringe benefit enjoyed by you at the time of a Change in
           Control of the Company,  or the failure by the Company to provide you
           with the number of paid  vacation  days to which you are  entitled on
           the basis of years of service with the Company in accordance with the
           Company's normal vacation policy in effect at the time of a Change in
           Control of the Company;

                     (vii) the failure of the  Company to obtain a  satisfaction
           agreement  from any  successor  to assume and agree to  perform  this
           Agreement, as contemplated in Paragraph 5 hereof; or

                     (viii) any purported  termination  of your Position that is
           not  affected  pursuant  to a Notice of  Termination  satisfying  the
           requirements  of  Paragraph  3(e)  below  (and,  if  applicable,  the
           requirement of Paragraph 3(c) above); for purposes of this Agreement,
           no such purported termination shall be effective.

Your right to terminate your Position  pursuant to this  Paragraph  shall not be
affected by your  incapacity due to physical or mental  illness.  Your continued
employment  shall not  constitute  consent to, or a waiver of right with respect
to, any circumstances constituting Good Reason hereunder.


                                        5

<PAGE>



     (e) Notice of  Termination.  Any purported  termination of your Position by
the Company or by you shall be  communicated by written Notice of Termination to
the other party hereto in accordance  with  Paragraph 6 hereof.  For purposes of
this  Agreement,  a "Notice  of  Termination"  shall  mean a notice  that  shall
indicate the specific  termination  provision of this Agreement  relied upon and
shall set forth in  reasonable  detail  the facts and  circumstances  claimed to
provide a basis for  termination  of your  employment  under  the  provision  so
indicated.

     (f) Date of Termination,  Etc. "Date of Termination" shall mean (i) if your
Position  is  terminated  for  Disability,  thirty  (30)  days  after  Notice of
Termination  is given  (provided,  that you shall not returned to the  full-time
performance of your duties during such thirty (30) day period), and (ii) if your
Position is terminated pursuant to Paragraph 3(c) or 3(d) above or for any other
reason  (other than  Disability),  the date  specified in Notice of  Termination
(which, in the case of a termination  pursuant to Paragraph 3(d) above shall not
be less than fifteen (15) nor more than sixty (60) days, respectively,  from the
date such Notice of Termination is given); provided, that if within fifteen (15)
days  after  any  Notice  of  Termination  is  given  or  prior  to the  Date of
Termination  (as determined  without regard to this proviso) the party receiving
such  Notice of  Termination  notifies  the other  party  that a dispute  exists
concerning such termination,  the Date of Termination shall be the date on which
the dispute is finally  determined,  either by mutual  written  agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of a court of competent  jurisdiction  (which is not  appealable or the time for
appeal  therefrom  has  expired  and no  appeal  has been  perfected);  provided
further,  that the Date of  Termination  shall be  extended by notice of dispute
only if such  notice is given in good  faith and the party  giving  such  notice
pursues the  resolution of such dispute with  reasonable  diligence.  During the
pendency of any such dispute, the Company will continue to pay William Fellerman
C.P.A.,  P.C. its full fee in effect when the notice  giving rise to the dispute
was given and continue until the dispute is finally  resolved in accordance with
this paragraph. Amounts paid under this paragraph are prior to all other amounts
due under this  Agreement  and shall not reduce any other amounts due under this
Agreement,  which other amounts shall be in addition to, and shall not be offset
by,  amounts  due  under  this  paragraph.   Anything  to  the  contrary  herein
notwithstanding,  twenty-four  hours after Notice of  Termination is received by
the  Company,  the Company may relieve you of  authority to act on behalf of, or
legally bind, the Company,  provided,  that any such action by the Company shall
be without  prejudice to your right to the  compensation  and benefits  provided
under  this  Agreement  and  your  right to  termination  hereunder  under  such
circumstances and with the compensation and benefits  following such termination
as provided in this Agreement.

          4. Payment of Fees Upon Termination or Resignation. Following a Change
in Control of the Company,  a Termination  Without Cause,  or the Resignation of
the Executive, as all terms are defined herein, and upon such termination or the
resignation of your Position, you shall be entitled to the following benefits:

                                        7

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          (a)  [Intentionally left blank]

          (b) Cause,  Etc. If your  employment  shall be (i)  terminated  by the
     Company  for Cause,  or (ii) by you more than six months  after a Change in
     Control of the Company  other than for Good Reason and not as a Resignation
     of the Executive (as defined in Paragraph 2(c)), or (iii) by the Company or
     you for Disability, death or Retirement, then the Company shall pay William
     Fellerman  C.P.A.,  P.C. its customary fees through the Date of Termination
     at the rate in effect at the date that Notice of Termination is given, plus
     all other  amounts to which you are entitled  under any plan of the Company
     in effect on such date at the time such  payments  are due, and the Company
     shall have no further obligations to you under this Agreement.

          (c) Severance  Benefits.  If your Position  shall be (A) terminated by
     the Company or you within six (6) months after a Change in Control,  or (B)
     by you more than six (6) months  after a Change in  Control of the  Company
     for Good Reason,  or (C) by the Company for  Termination  Without Cause, or
     (D) a Resignation of the Executive  shall have occurred,  then,  subject to
     the  limitations  set  forth in  Subparagraph  4(e),  below,  you  shall be
     entitled to the benefits provided below:

               (i) the Company shall pay to William Fellerman  C.P.A.,  P.C. the
          fees  customarily  paid  through the Date of  Termination  at the rate
          equal to the  greater  of the rate in effect on the date  prior to the
          Change  in  Control  and the  rate in  effect  at the time  Notice  of
          Termination is given, plus all other amounts to which you are entitled
          under any compensation  plan of the Company in effect on such date, at
          the time such payments are due, except as otherwise provided below;

               (ii) in lieu of any further payments to William Fellerman C.P.A.,
          P.C.  for  periods  subsequent  to the  Date of  Termination,  William
          Fellerman  C.P.A.,  P.C.,  the Company shall pay to William  Fellerman
          C.P.A., P.C. a severance payment equal to TWO HUNDRED AND SEVENTY-FIVE
          THOUSAND DOLLARS  ($275,000) payable in twenty-four (24) equal monthly
          installments.


                                       8
<PAGE>



               (iii)  The  Company  shall  also  pay to you all  legal  fees and
          expenses  incurred by you as a result of such  termination  (including
          all  such  fees  and  expenses,  if any,  incurred  in  contesting  or
          disputing any such  termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in connection with any
          tax audit or proceeding to the extent  attributable to the application
          of  Section  499 of  the  Code  to any  payment  or  benefit  provided
          hereunder).

     (d) Date  Benefits Due. The payments  provided for in Paragraph  4(c) above
shall  commence no later than the first day of the month  following  the Date of
Termination.

     (e) No Mitigation.  You shall not be required to mitigate the amount of any
payment  provided  for in  this  Paragraph  4 by  seeking  other  employment  or
otherwise,  nor shall the amount of any payment or benefit  provided for in this
Paragraph 4 be reduced by any  compensation  earned by you as the result of your
employment by another employer,  by any retirement  benefits,  by offset against
any amount  claimed to be owing by you to the Company,  or otherwise,  except as
specifically provided in this Paragraph 4.

     (f) The  benefits  provided  in this  Paragraph  4 shall  replace  benefits
provided to you other than in this Agreement only in the circumstances set forth
herein, and under all other  circumstances,  your benefits will be determined in
accordance  with other  agreements  between the Company and you and other plans,
arrangements and programs of the Company in which you participate.

          5.   Successors; Binding Agreement.

     (a)  Assumption  by  Successor.  The Company  shall  require any  successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets  of the  Company  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that the  Company  would be  required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption and
agreement prior to the effectiveness of any such succession shall be a breach of
this  Agreement  and shall entitle you to  compensation  from the Company in the
same  amount and on the same  terms as you would be  entitled  hereunder  if you
terminate your  employment for Good Reason  following a Change in Control of the
Company,  except that for purposes of implementing this Paragraph 5, the date on
which  any  such  succession  becomes  effective  shall  be  deemed  the Date of
Termination. As used in this Agreement, "Company" shall mean the Company as

                                       9
<PAGE>



hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

     (b) Successors.  Neither this Agreement nor any right or interest hereunder
shall be  assignable  by you  (except by will or  intestate  succession)  or any
successor to your interest,  nor shall it be subject to  attachment,  execution,
pledge or hypothecation, but this Agreement shall inure to the benefit of and be
enforceable by your personal or legal representative, executors, administrators,
successors, heirs, distributees,  devisees and legatees. If you should die while
any amount would still be payable to you hereunder if you had continued to live,
all such amounts,  unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee,  legatee or other designee or,
if there is no such designee, to your estate.

          6.   Notice. For the purposes of this Agreement, notices and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed to have been duly given  when  delivered  personally  or mailed by United
States registered or certified mail, return receipt requested,  postage prepaid,
or by nationally  recognized  overnight  delivery service providing for a signed
return receipt, addressed to you at your home address set forth in the Company's
records  and to the  Company at the  address set forth on the first page of this
Agreement,  provided  that all notices to the  Company  shall be directed to the
attention of the Board with a copy to counsel to the Company, at Muenz & Meritz,
P.C., Attention:  Lawrence A. Muenz, Esq., 3 Hughes Place, Dix Hills, NY. 11746,
or to such other  address  as either  party may have  furnished  to the other in
writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

          7.   Miscellaneous.  No provision of this  Agreement  may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically  designated
by the Board.  No waiver by either  party  hereto of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either  party  that are not set forth in this  Agreement.  The
validity,  interpretation,  construction and performance of this Agreement shall
be governed by the laws of the State of New York.  All references to sections of
the  Exchange  Act or the Code  shall be deemed  also to refer to any  successor
provisions to such sections.  Any payments  provided for hereunder shall be paid
net of any applicable  withholding  required under federal,  state or local law.
The  obligations  of the Company under Section 4 shall survive the expiration of
the term of this Agreement.


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<PAGE>


          8.   Severance and Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

          9.   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

          10.  Arbitration.  Any  dispute  or  controversy  arising  under or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
Garden City, New York, in accordance with the rules of the American  Arbitration
Association  then in effect.  Any judgment  rendered by the  arbitrator as above
provided  shall be final and binding on the parties  hereto for all purposes and
may be entered in any court having  jurisdiction;  provided,  however,  that you
shall be entitled to seek  specific  performance  of your right to be paid until
the Date of  Termination  during the  pendency  of any  dispute  or  controversy
arising under or in connection with this Agreement.

     If this  letter sets forth our  agreement  on the  subject  matter  hereof,
kindly sign and return to the Company the enclosed  copy of this  letter,  which
will then constitute our agreements on this subject.

                                         Sincerely,


                                         STAR MULTI CARE SERVICES, INC.


                                         By:     /s/Stephen Sternbach
                                            ----------------------------
                                         Name: Stephen Sternbach
                                         Title:Chairman of the Board, President
                                               and Chief Executive Officer


Agreed to this 5th day of September, 1997



By: /s/William Fellerman
   -----------------------
     William Fellerman

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