
                          HELP AT HOME, INC.        
                              EXHIBIT 10.2
           FORM OF CONTRACT WITH ILLINOIS DEPARTMENT ON AGING

                      ILLINOIS DEPARTMENT ON AGING
                COMMUNITY CARE PROGRAM PROVIDER AGREEMENT
This Agreement made by and between the Illinois Department on Aging
(hereinafter referred to as IDoA) and Help at Home, Inc.,
__________________________ (hereinafter referred to as Vendor) sets
forth each and every one of the following as conditions for provision of
services and receipt of payment under the Community Care Program.

1.   This Agreement shall become effective February 1, 1991 and shall
terminate June 30, 1992, unless extended by written    letter from IDoA.

2.   The Vendor agrees to provide service(s) to persons eligible for
Community Care Program services and provide said service(s) to persons
in the following geographic area:

3.   The Vendor agrees to accept IDoA s payment based on IDoA s fixed
unit rate of reimbursement per unit, pursuant to rule Section 240.1930,
for the specified service(s) identified below:

               Homemaker:          Chore-Housekeeping:  

     Upon written notification from IDoA of a change in the fixed unit
     rate of reimbursement per unit, the Vendor agrees to provide
     service at that rate pursuant to all Community Care Program rules
     and requirements.  Upon receipt of the written notification, should
     Vendor no longer wish to provide service at the newly established
     fixed rate of reimbursement, Vendor may exercise its termination
     rights within the time frames prescribed in the written
     notification.

     IDoA s share of costs of service as established in IDoA s rules
     shall constitute the complete satisfaction of IDoA obligation.

4.   Payments under this Agreement shall be subject to the availability
of a sufficient appropriation from State and/or Federal funds for the
Community Care Program.

5.   Time is of the essence when any action is required under this
Agreement to be completed by a stated time.  Failure by Vendor to
complete such actions within the required time limits may result in a
disallowance of payment for services rendered under this Agreement.

6.   Vendor agrees to conform to all Community Care Program rules
adopted pursuant to the Illinois Administrative Procedures Act (Illinois
Revised Statutes, 1983, Chapter 127, paragraph 1001 et seq.) And
policies and procedures issued by IDoA. 

7.   This Agreement shall be governed and construed in accordance with
the laws of the State of Illinois.

8.   In the event any provision, term, or condition of this Agreement is
declared void, unenforceable or against public policy, then said
Agreement shall be construed as though said term did not exist.
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9.   No subcontracts are authorized under this Agreement unless
authorized in advance by  IDoA in writing.

10.  This Agreement, including the rights, benefits and duties
hereunder, shall not be assignable.

11.  Vendor is required to submit to IDoA by the 15th of each month a
Vendor Request For Payment (VRFP) for all authorized services rendered
under this Agreement in the preceding month, in the form prescribed by
IDoA.

12.  All records and other information maintained by Vendor about
persons receiving services under this Agreement are confidential and
shall be protected by Vendor from unauthorized disclosure.  However,
nothing in this paragraph shall affect the requirements or provisions of
paragraphs 13, 14, 15, 16, and 17.

13.  Vendor shall maintain and make available to IDoA upon request, such
financial and other records as are required by IDoA to comply with
Federal and/or State reporting requirements. Vendor shall provide such
cost data as may be necessary to determine reimbursement rates.  All
records, information and documentation shall be maintained by vendor for
a minimum of three (3) years from the termination date of this
Agreement, or for a period of time otherwise specified by IDoA.

14.  If, as a result of IDoA review, billing discrepancies are
indicated, Vendor must upon IDoA request, purchase a limited scope
financial audit to reconcile Vendor Request For Payments, including
supplemental billings, to service documentation, client eligibility,
Client Agreement - Plan of Care and resultant payment by IDoA.

15.  Vendor agrees to provide IDoA with an annual financial report
completed in accordance with Generally Accepted Audit Standards and
Audit Guidelines issued by the Department.  The annual financial audit
report shall be filed within six (6) months after the close of the
Vendors  business fiscal year.

16.  Vendor agrees to adhere to all financial disbursement requirements
in addition to attendant reporting requirements regarding apportionment
revenues for homemaker and chore-housekeeping services as stated in the
Community Care program rule, Section 240.2040, adopted pursuant to the
Illinois Administrative Procedures Act.

17.  IDoA and its designees shall be permitted access to all financial
and other records maintained by Vendor which pertain to services
rendered under this Agreement.

18.  All program records, case notes, reports, related information and
documentation, including client files, which are generated as a result
of the Agreement shall be considered property of the Department.

19.  IDoA assumes no liability for the actions of Vendor under this
Agreement.  Vendor is an independent contractor and assumes all risk and
loss occasioned by Vendor s performance of this Agreement.  Vendor
agrees to hold the State of Illinois, IDoA, its officers, agents and
employees harmless from any and all liabilities, claims, damages, suits,
costs, fees, and expenses incident thereto, for injuries or death to
persons or for loss of or damage to property because of Vendor s
actions.  In the event of any demand or claim against the State of
Illinois, IDoA, or any of its officers, agents and employees, such
parties may elect to defend such claim, and be indemnified by Vendor.
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20.  Any requirements upon Vendor to purchase insurance shall not limit
the liability of Vendor to make full indemnification for all costs in
responding to, defending, compromising or settling of any claim or
demand.

21.  Vendor agrees not to claim to any State, Federal or other
regulatory agency or in any court proceeding that vendor is a co-
employer with the State of Illinois for the employees employed to
perform the services covered by this Agreement.  Violation of this
provision shall be cause for termination and shall bar renewal of this
Agreement.

22.  Nothing in the Agreement shall prevent the Vendor from performing
identical or similar services for other parties than Community Care
program clients.

23.  Vendor certifies that it is/is not (circle one) a charitable
organization subject to the Illinois Charitable Trust or Solicitation
Acts and, if subject to either of these Acts, that all appropriate
registration material and annual reports have been filed with the State
of Illinois Attorney General.

24.  Vendor certifies that he/she/ the firm has not been convicted of
bribery or attempting to bribe an officer or an employee of the State of
Illinois, nor has Vendor made an admission of guilt of such conduct
which is a matter of record.

25.  Vendor shall abide by the Federal Civil Rights Act of 1964, the
Federal Rehabilitation Act of 1983, the Human Rights Act, the Federal 
Immigration Reform and Control Act of 1986, and all other Federal and
State laws, regulations, or orders which prohibit discrimination because
of race, color, religion, sex, national origin, ancestry, age, marital
status, physical or mental handicap, including the non-discrimination
policy and procedures promulgated by IDoA with respect to Civil Rights
Compliance.

26.  The contractor certifies that it is not in default on an
educational loan as provided in Public Act 895-827.

27.  The contractor certifies that it has not been barred from
contracting with a unit of State or local government as a result of a 
     violation of Section 33E-3 or 33E-4 of the Criminal Code of 1961.

28.  All terms and conditions of this contract and any subsequent
amendments, together with the Vendor Proposal, approved forms, and all
sheets and documents as are made a part hereof, shall constitute the
entire present Agreement between IDoA and Vendor and shall be considered
public information in accordance with the provisions of the Freedom of
Information Act (Illinois Revised Statutes, 1983, Chapter 116, paragraph
201, et seq.).

29.  Any statements, provisions, or considerations contained in the
response to the Request for Proposal that are inconsistent with the
provisions of this Agreement shall be of no force or effect.
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30.  The Vendor furnishes services with the understanding that payment
is made from Federal and/or State funds and that any falsification or
concealment of a material fact with regard to services provided or
charges submitted may lead to appropriate legal action and immediate
termination of this Agreement.  Payments made for unauthorized services
must be repaid and amounts due for repayment for unauthorized service
may be deducted from any amounts due Vendor.

31.  This Agreement may be amended by the mutual consent of both parties
at any time during its term.  Amendments to this Agreement shall be in
writing, signed by both parties or their authorized representatives. 
Vendor non-compliance with the terms of this Agreement may result in its
immediate termination or suspension of service or referrals or other
sanctions as appropriate and as outlined in rule.

32.  This Agreement may be terminated without cause by either party upon
thirty (30) days  written notice.

33.  Under penalties of perjury, I certify that____________________ is
my correct Federal Taxpayer Identification Number.  I am doing business
as a (please check one):

     Individual               Real Estate Agent    Sole Proprietorship
     Governmental Entity      Corporation          Tax Exempt Organization 
     Partnership              Trust or Estate      Not-for-profit Corporation
     Medical and Health Care Services Provider Corporation

34.  All notices required or desired to be sent by either party shall be
sent to the following respective addresses:

          IDoA

          Illinois Department on Aging       Help at Home, Inc.
          421 East Capitol Avenue            223 West Jackson Blvd.
          Springfield, Illinois 62701        Chicago, IL 60606

                              
          Director                           Typed Name and Title of  
                                        Vendor Representative
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