Tender Loving Care Health Care Services Inc/ Ny Sample Contracts

Tender Loving Care Health Care Services Inc/ Ny – SHAREHOLDER AGREEMENT (October 25th, 2001)

EXHIBIT 10.1 SHAREHOLDER AGREEMENT This SHAREHOLDER AGREEMENT (this "Agreement"), dated as of October 18, 2001 is made and entered into among e-MedSoft.com, a Nevada corporation ("Parent"), TLC Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and each party listed under the heading "SHAREHOLDER" on the signature page hereof (each a "Shareholder" and collectively, the "Shareholders"); WITNESSETH: WHEREAS, as of the date hereof, each Shareholder owns beneficially and of record the number of shares of common stock, par value $0.01 per share ("Company Common Stock"), of Tender Loving Care Health Care Services, Inc., a Delaware corporation (the "Company"), set forth opposite the Shareholder's name on Exhibit A hereto (the total number of shares of Company Common St

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 25th, 2001)

EXHIBIT 10.3 TENDER LOVING CARE HEALTH CARE SERVICES, INC. EMPLOYMENT AGREEMENT WITH STEPHEN SAVITSKY AGREEMENT as of the 18th day of October, 2001, between Stephen Savitsky, residing at 423 Daub Avenue, Hewlett, New York 11557 ("Executive"), and Tender Loving Care Health Care Services, Inc. ("Company"), a Delaware corporation, having its principal place of business at 1983 Marcus Avenue, Lake Success, New York 11042. WITNESSETH: WHEREAS, the Company wishes to secure the services of Executive on the terms and conditions set forth below; WHEREAS, Executive is party to an employment agreement with the Company dated October 20, 1999 ("TLCS Agreement"); WHEREAS, e-Medsoft.com ("Med") and Company have entered into an Agreement and Plan of Merger

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 25th, 2001)

EXHIBIT 10.5 TENDER LOVING CARE HEALTH CARE SERVICES, INC. EMPLOYMENT AGREEMENT WITH DAVID SAVITSKY AGREEMENT as of the 18th day of October, 2001, between David Savitsky, residing at 29 Oxford Road, New Rochelle, New York 10804 ("Executive"), and Tender Loving Care Health Care Services, Inc. ("Company"), a Delaware corporation, having its principal place of business at 1983 Marcus Avenue, Lake Success, New York 11042. WITNESSETH: WHEREAS, the Company wishes to secure the services of Executive on the terms and conditions set forth below; WHEREAS, Executive is party to an employment agreement with the Company dated October 20, 1999 ("TLCS Agreement"); WHEREAS, e-Medsoft.com ("Med") and Company have entered into an Agreement a

Tender Loving Care Health Care Services Inc/ Ny – PAGE ARTICLE I THE OFFER....................................................... ...............................2 1.1 The Offer................................. .....................................................2 1.2 Company Action...... ...........................................................................4 1.3 Directors.................................................................. ....................5 ARTICLE II THE MERGER.................................... .................................................6 2.1 The Merger............................................................... (October 25th, 2001)

EXHIBIT 2.1 FINAL - EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATION E-MEDSOFT.COM TLC ACQUISITION CORPORATION, AND TENDER LOVING CARE HEALTH CARE SERVICES, INC. OCTOBER 18, 2001 TABLE OF CONTENTS

Tender Loving Care Health Care Services Inc/ Ny – THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION (October 25th, 2001)

EXHIBIT 10.8 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES OR E-MEDSOFT.COM (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. e-MedSoft.com Warrant to Purchase 6,000,000 Shares of Common Stock Date of Grant: October 18, 2001

Tender Loving Care Health Care Services Inc/ Ny – THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION (October 25th, 2001)

EXHIBIT 10.9 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES OR E-MEDSOFT.COM (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. e-MedSoft.com Warrant to Purchase 2,400,000 Shares of Common Stock Date of Grant: October 18, 2001

Tender Loving Care Health Care Services Inc/ Ny – THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION (October 25th, 2001)

EXHIBIT 10.10 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES OR E-MEDSOFT.COM (THE "COMPANY") RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. e-MedSoft.com Warrant to Purchase 2,400,000 Shares of Common Stock Date of Grant: October 18, 2001

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 25th, 2001)

EXHIBIT 10.4 TENDER LOVING CARE HEALTH CARE SERVICES, INC. EMPLOYMENT AGREEMENT WITH DALE R. CLIFT AGREEMENT as of the 18th day of October, 2001, between Dale R. Clift, residing at 3900 N.E. 6th Drive, Boca Raton, Florida 33431 ("Executive"), and Tender Loving Care Health Care Services, Inc. ("Company"), a Delaware corporation, having its principal place of business at 1983 Marcus Avenue, Lake Success, New York 11042. WITNESSETH: WHEREAS, the Company wishes to secure the services of Executive on the terms and conditions set forth below; WHEREAS, Executive is party to an employment agreement with the Company dated October 20, 1999 ("TLCS Agreement"); WHEREAS, e-Medsoft.com ("Med") and Company have entered into an Agreemen

Tender Loving Care Health Care Services Inc/ Ny – STOCK OPTION AGREEMENT (October 25th, 2001)

EXHIBIT 10.2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT dated as of October 18, 2001 (this "Agreement") among Tender Loving Care Health Care Services, Inc., a Delaware corporation (the "Company"), e-MedSoft.com, a Nevada corporation ("Parent"), and TLC Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). WITNESSETH: WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are entering into an Agreement and Plan of Merger and Reorganization (as such agreement may hereafter be amended from time to time, the "Merger Agreement") which provides, upon the terms and subject to the conditions set forth therein, for (i) the commencement by the Merger Sub of an offer (the "Offer") to purchase any and all of the outstanding shares of the Com

Tender Loving Care Health Care Services Inc/ Ny – 1999 STOCK OPTION PLAN (October 2nd, 2001)

1 Exhibit 4.2 FIRST AMENDMENT TO THE TENDER LOVING CARE HEALTH CARE SERVICE, INC. 1999 STOCK OPTION PLAN In accordance with Section 12 of the Tender Loving Care Health Care Services, Inc 1999 Stock Option Plan (the "Plan"), Section 4 (b) of the Plan is hereby amended to change from 250,000 to 750,000, the aggregate number of options to purchase Common Stock which may be granted to any individual in any fiscal year of the Company. Section 4 (b) is restated in its entirety as follows: (b) The maximum number of shares which may be subject to options granted under the Plan to any individual in any fiscal year of the Company shall not exceed 750,000. To the extent required by Section 162 (m) of the Code, shares subject to options which are ca

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.11 TENDER LOVING CARE HEALTH CARE SERVICES, INC. EMPLOYMENT AGREEMENT WITH DAVID SAVITSKY AGREEMENT as of the 20th day of October, 1999, between David Savitsky, residing at 29 Oxford Road, New Rochelle, NY 10804 ("Executive"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC. ("Company" or "TLC"), a Delaware corporation, having its principal place of business at 1983 Marcus Avenue, Lake Success, New York 11042. W I T N E S S E T H: WHEREAS, the Company wishes to secure the services of Executive on the terms and conditions set forth below; and WHEREAS, the Executive is willing to accept employment with TLC on such terms and conditions. NOW, THEREFORE, in consideration of the

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") dated as of October 20, 1999 by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware Corporation ("TLC" or the "Corporation"), and Willard T. Derr who resides at 8 Shirley Court, East Northport, NY 11731 ("Executive"). WHEREAS, TLC 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 TLC on such terms and conditions. NOW, THEREFORE, in consideration of their mutual promises and other adequate consideration, TLC and the Executive do hereby agree as follows: 1. EMPLOYMENT. TLC will employ the Executive as Chief Financial Officer, Senior Vice President and Corporate Controller, in accordance with the term

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") dated as of October 20, 1999 by and between STAFF BUILDERS, INC., a New York corporation (the "Company"), and Sandra Parshall who resides at 728 West Jackson Blvd., Suite 307, Chicago, Illinois 60661 ("Executive"). WHEREAS, the Company 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 the Company on such terms and conditions. NOW, THEREFORE, in consideration of their mutual promises and other adequate consideration, the Company and the Executive do hereby agree as follows: 1. EMPLOYMENT. The Company will employ the Executive as Senior Vice President-Operations, in accordance with the terms and provisions of this Agre

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.15 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") dated as of October 20, 1999 by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware Corporation ("TLC" or the "Corporation"), and Renee J. Silver, Esq. who resides at 11 Pine Drive, Port Washington, NY 11050 ("Executive"). WHEREAS, TLC 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 TLC on such terms and conditions. NOW, THEREFORE, in consideration of their mutual promises and other adequate consideration, TLC and the Executive do hereby agree as follows: 1. EMPLOYMENT. TLC will employ the Executive as Vice President & General Counsel, in accordance with the terms and provisions of this Agreement.

Tender Loving Care Health Care Services Inc/ Ny – INDEMNIFICATION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.19 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENT with JONATHAN J. HALPERT THIS AGREEMENT, made and entered into as of October 20, 1999 (the "AGREEMENT"), by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation (the "COMPANY"), and JONATHAN J. HALPERT ("INDEMNITEE"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the current impracticability of obtaining adequate insurance an

Tender Loving Care Health Care Services Inc/ Ny – TRADEMARK LICENSE AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.4 TRADEMARK LICENSE AGREEMENT This Trademark License Agreement (the "Agreement") made and entered into this 20th day of October, 1999, by and between STAFF BUILDERS, INC., a Delaware corporation ("LICENSOR"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation (("LICENSEE"). W I T N E S S E T H: WHEREAS, Licensee is the assignor of certain rights in the service marks set forth on Schedule 1 hereto (collectively the "MARKS"); and WHEREAS, Licensor is the assignee of the rights of Assignor in said Marks by way of an Assignment executed contemporaneously herewith; and WHEREAS, pursuant to the term of the Distribution Agreement, by and between Licensor and Licensee, dated the date hereof (the "DISTRIBUTION AGREEMENT"), Licensor will grant an exclusive license to Licensee to use the Mark

Tender Loving Care Health Care Services Inc/ Ny – TAX ALLOCATION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.2 TAX ALLOCATION AGREEMENT THIS TAX ALLOCATION AGREEMENT (the "AGREEMENT") is made on October 20, 1999, by and among STAFF BUILDERS, INC., a Delaware corporation ("PARENT" and, together with its subsidiaries existing immediately following the Distribution, the "PARENT GROUP"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation ("TLC" and, together with its subsidiaries existing immediately following the Distribution, the "TLC GROUP"). WHEREAS, on the date hereof, Parent and TLC have entered into the Distribution Agreement (as defined below) providing for the distribution of all of the TLC stock owned by Parent to Parent's shareholders in accordance with the Distribution Agreement; and WHEREAS, Parent and TLC desire to set forth their agreement regarding the allocation between the Parent Group and the TLC Group of all res

Tender Loving Care Health Care Services Inc/ Ny – INDEMNIFICATION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.16 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENT with STEPHEN SAVITSKY THIS AGREEMENT, made and entered into as of October 20, 1999 (the "AGREEMENT"), by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation (the "COMPANY"), and STEPHEN SAVITSKY ("INDEMNITEE"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the current impracticability of obtaining adequate insurance and the unc

Tender Loving Care Health Care Services Inc/ Ny – INDEMNIFICATION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.18 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENT with BERNARD J. FIRESTONE THIS AGREEMENT, made and entered into as of October 20, 1999 (the "AGREEMENT"), by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation (the "COMPANY"), and BERNARD J. FIRESTONE ("INDEMNITEE"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the current impracticability of obtaining adequate insurance an

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.10 TENDER LOVING CARE HEALTH CARE SERVICES, INC. EMPLOYMENT AGREEMENT WITH STEPHEN SAVITSKY AGREEMENT as of the 20th day of October, 1999, between Stephen Savitsky, residing at 423 Daub Avenue, Hewlett, New York 11557 ("Executive"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC. ("Company" or "TLC"), a Delaware corporation, having its principal place of business at 1983 Marcus Avenue, Lake Success, New York 11042. W I T N E S S E T H: WHEREAS, the Company wishes to secure the services of Executive on the terms and conditions set forth below; and WHEREAS, the Executive is willing to accept employment with TLC on such terms and conditions. NOW, THEREFORE, in consideration o

Tender Loving Care Health Care Services Inc/ Ny – INDEMNIFICATION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.17 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENT with DAVID SAVITSKY THIS AGREEMENT, made and entered into as of October 20, 1999 (the "AGREEMENT"), by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation (the "COMPANY"), and DAVID SAVITSKY ("INDEMNITEE"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the current impracticability of obtaining adequate insurance and the uncert

Tender Loving Care Health Care Services Inc/ Ny – INDEMNIFICATION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.20 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENT with DALE R. CLIFT THIS AGREEMENT, made and entered into as of October 20, 1999 (the "AGREEMENT"), by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation (the "COMPANY"), and DALE R. CLIFT ("INDEMNITEE"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the current impracticability of obtaining adequat

Tender Loving Care Health Care Services Inc/ Ny – DISTRIBUTION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.1 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (the "AGREEMENT") is made as of the 20th day of October,1999 between STAFF BUILDERS, INC., a Delaware corporation ("STAFF BUILDERS"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation ("TLC"). RECITALS WHEREAS, the Board of Directors of Staff Builders has determined that it is in the best interest of Staff Builders and its shareholders to separate its home health care business (the "HOME HEALTH CARE BUSINESS") from the remainder of its business; WHEREAS, Staff Builders and TLC have determined that it is necessary and desirable, on the terms and conditions contemplated hereby, for Staff Builders to distribute to shareholders of Staff Builders all of the outstanding shares of TLC Common Stock (as defined below) held by Staff Builders; W

Tender Loving Care Health Care Services Inc/ Ny – SUBLEASE (October 20th, 1999)

1 EXHIBIT 10.5 SUBLEASE This Sublease made the 20th day of October, 1999, between Staff Builders, Inc., a New York Corporation, hereinafter referred to as Sublandlord, and ATC Healthcare Services, Inc., a Georgia Corporation, hereinafter referred to as Subtenant. WITNESSETH, that the Sublandlord leases to the Subtenant and the Subtenant hereby takes from the Sublandlord, the following premises to wit: 1983 Marcus Avenue Lake Success, NY 11042 Space located on the second floor consisting of 2,030 square feet To be used in accordance with the terms of this Sublease and for no other purpose for a term to commence on the date hereof, and to continue on a month to month basis thereafter at the rent as hereinafter provided, payable in equal monthly installments in advance on the 20th

Tender Loving Care Health Care Services Inc/ Ny – TRANSITIONAL SERVICES AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.3 TRANSITIONAL SERVICES AGREEMENT THIS TRANSITIONAL SERVICES AGREEMENT (the "AGREEMENT") is made as of October 20, 1999 between STAFF BUILDERS, INC., a Delaware corporation ("STAFF BUILDERS"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation ("TLC"). RECITALS WHEREAS, the Board of Directors of Staff Builders has determined that it is in the best interest of Staff Builders and its shareholders to separate its home health care business from the remainder of its business; WHEREAS, Staff Builders and TLC recognize that it is advisable for TLC to continue providing certain administrative and other services to Staff Builders until Staff Builders has had a reasonable opportunity to evaluate its continued need for the services and to investigate other sources of th

Tender Loving Care Health Care Services Inc/ Ny – LOAN AND SECURITY AGREEMENT (October 20th, 1999)

1 Exhibit 10.23 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to the Second Amended and Restated Loan and Security Agreement ("Amendment"), dated October 20, 1999, is entered into by and among each of the corporations referred to as a Borrower on the signature pages attached hereto (each of the foregoing individually, a "Borrower" and collectively, "Borrowers") and Mellon Bank, N.A. ("Lender"). BACKGROUND A. Lender and Borrowers are parties to a certain Second Amended and Restated Loan and Security Agreement dated September 24, 1999 (as heretofore or hereafter amended, modified, supplemented or replaced from time to time ("Loan Agreement"). B. In conjunction with arrangements to consummate the Spin-Off, and as a result of the variation of Borrowers' actual

Tender Loving Care Health Care Services Inc/ Ny – INDEMNIFICATION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.21 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENT with WILLARD T. DERR THIS AGREEMENT, made and entered into as of October 20, 1999 (the "AGREEMENT"), by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation (the "COMPANY"), and WILLARD T. DERR ("INDEMNITEE"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the current impracticability of obtaining adequate insurance and the

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYEE BENEFITS AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.6 EMPLOYEE BENEFITS AGREEMENT THIS EMPLOYEE BENEFITS AGREEMENT is made on October 20, 1999 (the "Effective Date") between STAFF BUILDERS, INC., a Delaware corporation ("Staff Builders"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation ("TLC"). RECITALS WHEREAS, the Board of Directors of Staff Builders has determined that it is in the best interest of Staff Builders and its shareholders to separate its home health care business from the remainder of its business; WHEREAS, to effect the separation of its home health care business, Staff Builders intends on the date hereof (the "Distribution Date") to distribute to its shareholders, in a pro-rata distribution of a dividend (the "Distribution") all shares of TLC common stock held by Staff Builders; WHEREAS, certain employees of

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.12 TENDER LOVING CARE HEALTH CARE SERVICES, INC. EMPLOYMENT AGREEMENT WITH DALE R. CLIFT AGREEMENT as of the 20th day of October, 1999, between Dale R. Clift, residing at 38 The Hollows North, Muttontown, NY 11732 ("Executive"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC. ("Company"), a Delaware corporation, having its principal place of business at 1983 Marcus Avenue, Lake Success, New York 11042. W I T N E S S E T H: WHEREAS, the Company wishes to secure the services of Executive on the terms and conditions set forth below; and WHEREAS, the Executive is willing to accept employment with TLC on such terms and conditions. NOW, THEREFORE, in consideration of the premi

Tender Loving Care Health Care Services Inc/ Ny – INDEMNIFICATION AGREEMENT (October 20th, 1999)

1 EXHIBIT 10.22 TENDER LOVING CARE HEALTH CARE SERVICES, INC. INDEMNIFICATION AGREEMENT with RENEE J. SILVER THIS AGREEMENT, made and entered into as of October 20, 1999 (the "AGREEMENT"), by and between TENDER LOVING CARE HEALTH CARE SERVICES,INC., a Delaware corporation (the "COMPANY"), and RENEE J. SILVER ("INDEMNITEE"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the current impracticability of obtaining ad

Tender Loving Care Health Care Services Inc/ Ny – LOAN AND SECURITY AGREEMENT (October 4th, 1999)

1 EXHIBIT 10.39 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT -------------- Mellon Bank, N.A. as lender -------------- Tender Loving Care Health Care Services, Inc. and Related Affiliates as borrowers -------------- September 24, 1999 2 TABLE OF CONTENTS SECTION 1 - DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . Page 1 1.1 Terms Defined . . . . . . . . . . .

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (June 18th, 1999)

1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") dated as of ______, 1999 by and between TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware Corporation ("TLC" or the "Corporation"), and Willard T. Derr who resides at 8 Shirley Court, East Northport, NY 11731 ("Executive"). WHEREAS, TLC 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 TLC on such terms and conditions. NOW, THEREFORE, in consideration of their mutual promises and other adequate consideration, TLC and the Executive do hereby agree as follows: 1. EMPLOYMENT. TLC will employ the Executive as Chief Financial Officer, Senior Vice President and Corporate Controller, in accordance with the terms an

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYEE BENEFITS AGREEMENT (June 18th, 1999)

1 EXHIBIT 10.6 EMPLOYEE BENEFITS AGREEMENT THIS EMPLOYEE BENEFITS AGREEMENT is made on [ ], 1999 (the "Effective Date") between STAFF BUILDERS, INC., a Delaware corporation ("Staff Builders"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC., a Delaware corporation ("TLC"). RECITALS WHEREAS, the Board of Directors of Staff Builders has determined that it is in the best interest of Staff Builders and its shareholders to separate its home health care business from the remainder of its business; WHEREAS, to effect the separation of its home health care business, Staff Builders intends as of a date certain (the "Distribution Date") to distribute to its shareholders, in a pro-rata distribution of a dividend (the "Distribution") all shares of TLC common stock held by Staff Builders; WHEREAS, certain employees of th

Tender Loving Care Health Care Services Inc/ Ny – SUBLEASE (June 18th, 1999)

1 EXHIBIT 10.5 SUBLEASE This Sublease made the __th day of June, 1999, between Staff Builders, Inc., a New York Corporation, hereinafter referred to as Sublandlord, and ATC Healthcare Services, Inc., a Georgia Corporation, hereinafter referred to as Subtenant. WITNESSETH, that the Sublandlord leases to the Subtenant and the Subtenant hereby takes from the Sublandlord, the following premises to wit: 1983 Marcus Avenue Lake Success, NY 11042 Space located on the second floor consisting of 2,030 square feet To be used in accordance with the terms of this Sublease and for no other purpose for a term to commence on the 1st day of ___ 1999, and to continue on a month to month basis thereafter at the rent as hereinafter provided, payable in equal monthly installments in advance on the 1st day of eac

Tender Loving Care Health Care Services Inc/ Ny – EMPLOYMENT AGREEMENT (June 18th, 1999)

1 EXHIBIT 10.9 TENDER LOVING CARE HEALTH CARE SERVICES, INC. EMPLOYMENT AGREEMENT WITH DALE R. CLIFT AGREEMENT as of the _____ day of ____, 1999, between Dale R. Clift, residing at 38 The Hollows North, Muttontown, NY 11732 ("Executive"), and TENDER LOVING CARE HEALTH CARE SERVICES, INC. ("Company"), a Delaware corporation, having its principal place of business at 1983 Marcus Avenue, Lake Success, New York 11042. W I T N E S S E T H: WHEREAS, the Company wishes to secure the services of Executive on the terms and conditions set forth below; and WHEREAS, the Executive is willing to accept employment with TLC on such terms and conditions. NOW, THEREFORE, in consideration of the premise