EXHIBIT INDEX
FILING EXHIBIT
METHOD NO.
------ -------
P 2.1 PURCHASE AGREEMENT DATED SEPTEMBER 2, 1994 AND EFFECTIVE AS
OF AUGUST 31, 1994 BETWEEN HOSPITAL STAFFING SERVICES, INC.,
HOSPITAL STAFFING SERVICES OF CALIFORNIA, INC., CURA CARE,
INC. OF ARIZONA, AND HSSI ACQUISITION CORP. AS SELLER AND
INTERIM HEALTHCARE OF NEW YORK INC., AND INTERIM HEALTHCARE
INC. AS BUYER. (INCORPORATED BY REFERENCE TO EXHIBIT 10.31 TO
REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER
ENDED AUGUST 31, 1994).
DT 2.2 PURCHASE AGREEMENT DATED DECEMBER 30, 1994 AND EFFECTIVE
JANUARY 1, 1995 BETWEEN HOSPITAL STAFFING SERVICES, INC. AND
CARDINAL NURSING AND HOME CARE, INC. AS SELLERS AND XXXXXX X.
XXXX AS BUYER.
DT 2.3 PURCHASE AGREEMENT DATED AND EFFECTIVE AS OF FEBRUARY 15,
1995 BETWEEN TRI THERAPY, INC., AS SELLER AND HSSI OF
GEORGIA, INC. AS BUYER.
P 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE
REGISTRANT (INCORPORATED BY REFERENCE TO AN EXHIBIT TO THE
REGISTRATION STATEMENT ON FORM S-18 (NO. 2-87290-A) FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19,
1983, AMENDED ON NOVEMBER 23, 1983 AND DECEMBER 5, 1983 AND
DECLARED EFFECTIVE ON DECEMBER 6, 1983 ("FORM S-18 (NO.
2-87290-A)")).
P 3.2 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
(INCORPORATED BY REFERENCE TO AN EXHIBIT TO THE REGISTRATION
STATEMENT ON FORM S-1 (NO. 33-42640) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 1991,
AMENDED ON OCTOBER 4, 1991 AND DECLARED EFFECTIVE ON OCTOBER
4, 1991 ("FORM S-1 (NO. 33-42640)").
P 3.3 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF THE
REGISTRANT. (INCORPORATED BY REFERENCE TO EXHIBIT 3.4 FILED
WITH THE REGISTRANT'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED NOVEMBER 30, 1993).
P 3.4 BY-LAWS OF THE REGISTRANT, AS AMENDED (INCORPORATED BY
REFERENCE TO THE REGISTRANT'S CURRENT REPORT ON FORM 8-K
DATED JULY 30, 1991 FILED AUGUST 1, 1991).
P 4.1 FORM OF COMMON SHARE CERTIFICATE (INCORPORATED BY REFERENCE
TO AN EXHIBIT TO THE REGISTRATION STATEMENT ON FORM S-18 (NO.
2-87290-A)).
P 10.1 INCENTIVE STOCK OPTION PLAN, AS AMENDED (INCORPORATED BY
REFERENCE TO EXHIBIT A(I) TO REGISTRANT'S QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED AUGUST 31, 1989).
P 10.2 AMENDED AND RESTATED 1990 STOCK OPTION PLAN (INCORPORATED
BY REFERENCE TO EXHIBIT 4 FILED WITH THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-8 ON MAY 17, 1991).
P 10.3 SECOND AMENDED AND RESTATED 1990 STOCK OPTION PLAN
(INCORPORATED BY REFERENCE TO EXHIBIT 4 FILED WITH THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 ON JUNE 26,
1992).
P 10.4 ALTERNATIVE DEFERRED COMPENSATION PLAN APPROVED JANUARY 19,
1994. (INCORPORATED BY REFERENCE TO EXHIBIT 10.26 FILED WITH
THE REGISTRANT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED NOVEMBER 30, 1993).
P 10.5 AGREEMENT FOR LEASE XXXXXXX XXXXXXXXXX XXX 00XX XXXXXX
PARTNERS, DATED JULY 29, 1989 FOR REGISTRANT'S OFFICE IN FORT
LAUDERDALE, FLORIDA (INCORPORATED BY REFERENCE TO EXHIBIT
A(II) TO REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE
QUARTER ENDED AUGUST 31, 1989).
DT 10.6 ADDENDUM TO LEASE AGREEMENT DATED OCTOBER 31, 1994.
DT 10.7 SECOND ADDENDUM TO LEASE AGREEMENT DATED NOVEMBER 1, 1995,
AND RELATED PROMISSORY NOTE DATED DECEMBER 1, 1995.
P 10.8 TERMINATION AND BENEFITS AGREEMENT WITH XXXXXX XXXXXXXXXXX
DATED NOVEMBER 1, 1993. (INCORPORATED BY REFERENCE TO EXHIBIT
10.25 FILED WITH THE REGISTRANT'S ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1993).
P 10.9 TERMINATION AGREEMENT WITH XXXXX X. XXXXXXX DATED JUNE 1,
1994. (INCORPORATED BY REFERENCE TO EXHIBIT 10.29 TO
REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER
ENDED MAY 31, 1994).
DT 10.10 SETTLEMENT AGREEMENT WITH XXXXXX X. XXXX DATED JANUARY 1,
1995.
DT 10.11 EMPLOYMENT AGREEMENT WITH XXX XXXXXXXXX DATED SEPTEMBER 1,
1995.
DT 10.12 EMPLOYMENT AGREEMENT WITH XXXXXXX X. XXXXXXXX DATED
SEPTEMBER 1, 1995.
DT 10.13 EMPLOYMENT AGREEMENT WITH XXXXXX XXXXXXXXX DATED FEBRUARY 1,
1996.
P 10.14 LOAN AND SECURITY AGREEMENT WITH CONGRESS FINANCIAL
CORPORATION (FLORIDA) DATED AUGUST 23, 1993. (INCORPORATED BY
REFERENCE TO EXHIBIT 10.24 FILED WITH THE REGISTRANT'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30,
1993).
P 10.15 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT WITH CONGRESS
FINANCIAL CORPORATION (FLORIDA) DATED JANUARY 27, 1994.
(INCORPORATED BY REFERENCE TO EXHIBIT 10.27 FILED WITH THE
REGISTRANT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED NOVEMBER 30, 1993).
P 10.16 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT WITH CONGRESS
FINANCIAL CORPORATION (FLORIDA) DATED MARCH 15, 1994.
(INCORPORATED BY REFERENCE TO EXHIBIT 10.28 TO REGISTRANT'S
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MAY 31,
1994.)
P 10.17 MANAGEMENT AGREEMENT BETWEEN HOSPITAL STAFFING SERVICES,
INC. AND ITS WHOLLY-OWNED SUBSIDIARIES DATED JUNE 13, 1994,
EFFECTIVE DECEMBER 1, 1990. (INCORPORATED BY REFERENCE TO
EXHIBIT 10.30 TO REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MAY 31, 1994.)
DT 10.18 LOAN AND SECURITY AGREEMENT WITH CAPITAL HEALTHCARE
FINANCING DATED FEBRUARY 7, 1996.
DT 21.1 SUBSIDIARIES OF THE REGISTRANT.
DT 23.1 CONSENT OF XXXXXX XXXXXXXX LLP - FILED HEREWITH.