EXHIBIT 10.10 October 8, 2001 Mr. Bert E. Brodsky South Road Harbor Acres Sands Point, NY 11050 Re: Deferred Compensation Agreement Dear Mr. Brodsky: You and Sandata, Inc. (the "Company") are parties to a Deferred Compensation Agreement dated May 1,...

                                                                   EXHIBIT 10.10
                                 October 8, 2001


Xx. Xxxx X. Xxxxxxx
Xxxxx Xxxx
Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000

         Re:      Deferred Compensation Agreement

Dear Xx. Xxxxxxx:

     You  and  Sandata,   Inc.  (the   "Company")  are  parties  to  a  Deferred
Compensation  Agreement dated May 1, 1992. You and the Company hereby agree that
said Agreement is hereby mutually terminated. Please signify your agreement with
the foregoing by signing this letter below and returning it to the Company.

                                                   Very truly yours,

Accepted:                                         Sandata, Inc.

/s/Xxxx X. Xxxxxxx                                By:/s/Xxxx Xxxxxx
   Xxxx X. Xxxxxxx                                      Xxxx Xxxxxx,
                                                     Executive Vice President
                                                       and Secretary