Non-Compete Agreement

Non-Compete Agreement



                                                                  Exhibit 10.144



                             NON-COMPETE AGREEMENT

        THIS NON-COMPETE AGREEMENT ("Agreement") is made as of July 29, 2002
("Effective Date"), by and between ASSOCIATED STAFFING RESOURCES, INC., a
California corporation which is a wholly owned subsidiary of OptimumCare
Corporation ("the Company") and MERYL C. STERN ("Owner").

        A. The Company has entered into an Asset Purchase Agreement dated July
24, 2002 ("Asset Purchase Agreement") pursuant to which the Company is acquiring
all of the assets and goodwill of the business known as Associated Social
Resources, Inc. ("Seller") owned by Owner.

        B. The Company intends to continue the business of Seller.

        C. As an inducement to the Company to carry out the transactions
contemplated by the Asset Purchase Agreement, Owner has agreed to execute this
Agreement with the Company.

        Accordingly and in consideration of the mutual promises and covenants
herein contained, the Company and Owner agree as follows:

        1. Disclosure and Use of Confidential Information.

           1.1 As used herein, the term "Confidential Information" means any and
all trade secrets or other confidential information of any kind, nature or
description concerning any matters affecting or relating to the business of the
Company that derives economic value, actual or potential, from not being
generally known to the public or to other persons who can obtain economic value
from its disclosure or use and which is the subject of efforts by the Company
that are reasonable under the circumstances to maintain its secrecy Confidential
Information includes, but is not limited to, operations and financial
information concerning the Company's business; customer names, addresses, buying
habits, needs and the methods of fulfilling those needs; supplier names,
addresses and pricing policies; and the Company's pricing policies. The term
"Confidential Information" does not include information which (i) becomes
generally available to the public other than as a result of a disclosure by
Owner or his agents or advisors, or (ii) becomes available to Owner on a
non-confidential basis from a source other than the Company or its advisors,
provided that such source is not bound by a confidentiality agreement with or
other obligation of secrecy to the Company or another party.

           1.2 Owner will keep confidential and will not directly or indirectly
divulge to anyone (except as required by applicable law or in connection with
the performance of Owner's duties and responsibilities as consultants
hereunder), to the extent practicable, or use or otherwise appropriate for
Owner's own benefit, or on behalf of any other person, firm, partnership or
corporation by whom Owner might subsequently be hired as a consultant or
otherwise associated or affiliated with, any Confidential Information.

           1.3 All documents, memoranda, reports, notebooks, correspondence,
files, lists and other records, and the like, specifications, computer software
and computer equipment,




computer printouts, computer disks, and all photocopies or other reproductions
thereof, affecting or relating to the business of the Company, which Owner shall
prepare, use, construct, observe, possess or control ("Company Materials"),
shall be and remain the sole property of the Company. Upon termination of this
Agreement, Owner shall deliver promptly to the Company all such the Company
Materials.

        2. Non-Competition Agreement.

           2.1 For a period of two (2) years following termination of Owner's
employment by the Company but no longer than five (5) years from the Effective
Date, neither Owner nor any entity in which Owner has a direct or indirect
beneficial interest (as hereinafter defined) will within a ten (10) mile radius
of any customer of the Company ("Territory"), without the prior written consent
of the Company, for Owner's benefit or on behalf of any person, partnership,
trust, corporation or other entity other than the Company either as an employee,
officer, director, partner, shareholder, consultant or independent contractor,
directly or indirectly, manage, consult, advise, or in any other capacity
whatsoever own, manage, or in any way "participate" in the operation of any
business in the Territory which is engaged in the business of providing social
worker, nursing and other staffing for medical facilities. Following the
termination of Owner's employment by the Company, this Agreement shall not
prohibit Owner from competing with the Company in providing staffing of
occupations other than social work except that Owner shall not be entitled to
provide staffing of other occupations to customers of the Company or utilize
employees which have been utilized by the Company in staffing other occupations.
For purposes of this subparagraph, the term "participate" shall mean, in
addition to the capacities listed above, to carry on, or otherwise be engaged,
or have a financial interest in, or act as a consultant or advisor to, either
solely or jointly, or together with or as an employee, manager or agent for any
other person. For purposes of this Agreement, "beneficial interest" means any
interest as an officer, director, stockholder, partner, member, associate,
lender or as an affiliate of a person or entity having such relationship.
Nothing contained herein shall prohibit Owner from owning less than five percent
(5%) of the securities of a public company traded on the New York Stock
Exchange, American Stock Exchange or NASDAQ National Market System.

           2.2 Owner further agrees that no entity in which Owner has a direct
or indirect beneficial interest in excess of ten percent (10%) will, for a
period of two (2) years following termination of Owner's employment by the
Company but no longer than five (5) years after the Effective Date, hire, entice
away, or in any other manner persuade any former employee of Seller or future
employee of the Company or its successors to discontinue his or her relationship
with the Company as an employee thereof.

           2.3 The Company shall have the right but not the obligation to
require Employee to extend to term of the non-competition agreement in this
Section 2 for staffing of social workers for up to 5 consecutive additional one
year periods upon the payment by the Company to Owner of $100,000.00 at the
beginning of each one year period for which the Company has elected to extend
the non-competition agreement provided that the Company has provided Owner with
at least ninety (90) days written notice of its intent to extend the
non-competition agreement. The Company may exercise this right one year at a
time but only for consecutive years. Following termination of the employment of
Owner, the Company shall have




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the further right but not the obligation to require Owner to extend the term of
the non-competition agreement for up to 5 consecutive years in each other area
of staffing for example nursing upon the payment by the Company to Owner of
$35,000,00 per area at the beginning of each one year period for which the
Company has elected to extend the non-competition agreement. The Company may
exercise this right for one or more areas of staffing one year at a time but
only for consecutive years.

           2.4 At the election of Owner, the obligations of Owner under Section
2 of this Agreement shall terminate and be of no further force and effect in the
event the Company fails to pay Owner any sums due to her under the Employment
Agreement within thirty days following written notice by Owner to the Company of
the default. At the election of Owner, the obligations of Owner under Section 2
of this Agreement shall terminate and be of no further force and effect in the
event the Company fails to pay Seller any sums due to it under the Asset
Purchase Agreement dated July 24, 2002 between the Company and Seller within
thirty days following written notice of default by Seller to the Company of the
default.

        3. Amendment and Modification. Subject to applicable law, this Agreement
may be amended or modified by the parties hereto; provided, however, that all
such amendments and modifications must be in writing duly executed by all of the
parties hereto.

        4. Waiver of Compliance; Consents. Any failure of a party to comply with
any obligation, covenant, agreement or condition herein may be expressly waived
in writing by the party entitled hereby to such compliance, but such waiver or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. No single or partial exercise of a
right or remedy will preclude any other or further exercise thereof or of any
other right or remedy hereunder. Whenever this Agreement requires or permits the
consent by or on behalf of a party, such consent will be given in writing in the
same manner as for waivers of compliance.

        5. Notices. All notices, requests, demands and other communications
required or permitted hereunder must be made in writing and will be deemed to
have been duly given and effective: (i) on the date of delivery, if delivered
personally; (ii) on the earlier of the fourth (4th) business day after mailing
or the date of the return receipt acknowledgment, if mailed, postage prepaid, by
certified or registered mail, return receipt requested; or (iii) on the date of
transmission, if sent by facsimile, telecopy, telegraph, telex or other similar
telegraphic communications equipment:

           if to Owner:

                      Meryl C. Stern
                      11835 West Olympic Boulevard
                      Suite 1090 East Tower
                      Los Angeles, CA  90064

or to such other person or address as Owner furnishes to the Company in writing
in accordance with this subsection.




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           if to the Company:

                      Associated Staffing Resources, Inc.
                      5850 Hannum Avenue
                      Culver City, CA  90230
                      (310) 410-5148 facsimile

or to such other person or address as the Company furnishes to Owner hereto in
writing in accordance with this subsection.

        6. Governing Law. This Agreement and the legal relations among the
parties hereto will be governed by and construed in accordance with the internal
substantive laws of the State of California (without regard to the laws of
conflict that might otherwise apply) as to all matters, including without
limitation matters of validity, construction, effect, performance and remedies.

        7. Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

        8. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the transactions contemplated
by this Agreement. There are no restrictions, promises, warranties, agreements,
covenants or undertakings, other than those expressly set forth or referred to
in this Agreement. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the matters contemplated by
this Agreement.

        9. Attorneys' Fees. Should any litigation be commenced between the
parties hereto concerning any provision of this Agreement or the rights and
duties of any person in relation thereto, the party prevailing in such
litigation shall be entitled, in addition to such other relief that may be
granted, to a reasonable sum as and for his or its attorneys' fees in such
litigation.

        10. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which taken
together will constitute one and the same instrument.

        IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first above written.



                                         ASSOCIATED STAFFING RESOURCES, INC.,
                                         a California corporation



                                         By:  /s/ EDWARD A. JOHNSON
                                             -----------------------------------
                                                  Edward A. Johnson,
                                                  Chief Executive Officer



                                         /s/ MERYL C. STERN
                                         ---------------------------------------
                                         MERYL C. STERN




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