EXHIBIT 10.1
                        EXCHANGE AGREEMENT


This EXCHANGE AGREEMENT (this "Agreement") is made as of July
6, 1995, by and between NORTH CENTRAL PERSONNEL, INC., an Ohio
corporation ("NCP"), and AMSERV HEALTHCARE INC., a Delaware
corporation ("AMSERV").

WHEREAS, NCP acquired 426,794 shares of AMSERV Class A
Redeemable Preferred Stock, par value, $.01 per share (the "Class
A Preferred Stock") pursuant to that certain Stock Purchase
Agreement by and between AMSERV and NCP, dated as of April 7, 1995
(the "Stock Agreement"), 85,359 of such shares have been redeemed
in accordance with the terms of the Class A Preferred Stock, and
341,435 shares of Class A Preferred Stock remain outstanding.

WHEREAS, NCP and AMSERV entered into that certain Voting
Agreement as of April 7, 1995 (the "Voting Agreement"), whereby NCP
agreed to vote the shares of Class A Preferred Stock in accordance
with the recommendations of the AMSERV Board of Directors (the
"Board"), which was evidenced by an Irrevocable Proxy To Vote to
the Board as of April 7, 1995 (the "Proxy").  

WHEREAS, NCP and AMSERV rescinded, revoked and annulled the
Voting Agreement and the Proxy, and released the other party from
their obligations thereunder, pursuant to a Rescission Agreement,
dated May 12, 1995 (the "Rescission Agreement").

WHEREAS, NCP and AMSERV each desire that the preferred stock
held by NCP not have the right to vote in the "Renewed Consent
Solicitation" (as defined in the Rescission Agreement) and that the
number of shares of preferred stock held by NCP be reduced so that
the percentage of voting rights as to other matters represented by
the preferred stock is commensurate with the percentage of the
total dollar market capitalization of the Company represented by
such shares of preferred stock based upon the closing bid price of
the Company's Common Stock on April 7, 1995 of $2.625 per share.

WHEREAS, the terms and conditions of AMSERV's Class B
Redeemable Preferred Stock, par value $.01 per share (the "Class B
Preferred Stock"), do not permit the holders thereof to vote in the
Renewed Consent Solicitation.

NOW, THEREFORE, in consideration for the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, NCP and
AMSERV agree as follows:

1. Exchange of Preferred Stock. AMSERV hereby offers to
exchange 260,141 shares of Class B Preferred Stock for the 341,435
shares of Class A Preferred Stock outstanding as of the date of
this Agreement, and NCP, as the holder of record of all of the
issued and outstanding shares of Class A Preferred Stock, hereby
tenders for exchange all of the shares of Class A Preferred Stock
of which it is the holder of record.  By executing and delivering
this Agreement AMSERV acknowledges receipt for cancellation of the
stock certificates representing all of the shares of Class A
Preferred Stock held of record by NCP, and NCP acknowledges receipt
of the stock certificates representing all of the shares of Class
B Preferred Stock to be issued in exchange therefor.

2. Amendment to Stock Purchase Agreement.The parties
hereby amend the Stock Purchase Agreement so that all references
therein to the "Preferred Stock" shall refer to the Class B
Preferred Stock and not to the Class A Preferred Stock, and all
references therein to the "Shares" shall refer to the 260,141
shares of Class B Preferred Stock and not to the 341,435 shares of
Class A Preferred Stock, except that for purposes of Section 10
therein also shall refer to the 341,435 shares of Class A Preferred
Stock.

3. Fees and Expenses. AMSERV agrees to pay NCP's reasonable
legal fees and expenses incurred by NCP in connection with this
Agreement.

4. Entire Understanding. NCP and AMSERV agree that this
Agreement contains the entire understanding of the parties with
respect to its specific subject matter and supersedes all prior and
contemporaneous agreements, understandings, inducements or
conditions, expressed or implied, oral or written, except as herein
contained.  This Agreement may be amended only a written instrument
duly executed by the parties hereto.

5. Ratification and Affirmation of Prior Agreements. Except as
modified herein, all terms and conditions set forth in the
Agreements dated April 7, 1995 related to the conversion of debt to
the Preferred Stock and the Rescission Agreement dated May 12, 1995
are hereby ratified and affirmed, including but not limited to,
NCP's redemption rights on the Redemption Date, as defined therein,
and NCP's right of redemption in total if the Renewed Consent
Solicitation is successful.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first listed above.


AMSERV HEALTHCARE INC.           NORTH CENTRAL PERSONNEL, INC.


__________________________       _____________________________
By: Eugene Mora                  By: Diane Gurik
Its: Chairman                    Its: President