December 26, 1997 Nursefinders Acquisition Corp. c/o Atlantic Medical Management 156 West 56th Street, Suite 1605 New York, New York 10019 Re: Stock Purchase Agreement among Nursefinders Acquisition Corp., Nursefinders, Inc., and PFI Corp., dated as...

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                                                                     EXHIBIT 2.3



                                    PFI Corp.
                         000 Xxxxxxxx Xxxxxx, Xxxxx 000
                           Xxxxxxxxxx, Xxxxxxxx 00000

                                December 26, 1997



Nursefinders Acquisition Corp.
c/o Atlantic Medical Management
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx  00000

         Re:      Stock Purchase Agreement among Nursefinders Acquisition Corp.,
                  Nursefinders, Inc., and PFI Corp., dated as of November 15,
                  1997 (the "Agreement")

Gentlemen:

         This is to acknowledge our agreement to accept a promissory note in the
original principal amount of $34,600,000, issued pursuant to the Credit
Agreement dated the date hereof, as part payment of the Closing Payment, as
defined in the Agreement.

                                    Very truly yours,

                                    PFI CORP.

                                    /s/ Xxx X. Xxxxxxxx, Xx.

                                    Xxx X. Xxxxxxxx, Xx.
                                    Vice President