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NOVACARE
EMPLOYEE SERVICES
HELPING MAKE LIFE A LITTLE BETTER.

LOREN J. HULBER
President and Chief Executive Officer




August 30, 1999



Mr. James E. Boyd
4807 Riverview Boulevard
Bradenton, FL 34209



Dear Jim:

I am pleased to advise you of a change in the transaction-related special
incentive compensation opportunity in conjunction with the sale of NCES, which
was described in my letter to you of April 12, 1999.

The first level of payment, an award of 50% of base salary, will now trigger
based on completion of a transaction and your signing of an employment agreement
that has a minimum term of two years under terms consistent with those discussed
with our executive team.

I hope you are as pleased with this change as I am for you. Please indicate your
acceptance of this change by signing and returning one of the two copies to me.

Sincerely,

/s/ Loren J. Hulber
Loren J. Hulber
President and CEO

/s/ James E. Boyd                                           8/31/99
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James E. Boyd                                            Date









NOVACARE EMPLOYEE SERVICES, INC.
2621 Van Buren Avenue  Norristown, PA 19403  610 650 4810   Fax 610 650 4705