Exhibit 99(d)(12)
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October 18, 2001
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c/o Tender Loving Care Health
Care Services, Inc.
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Gentlemen:
We refer to (i) the Employment Agreements, each dated as of the date
hereof (collectively, the "Employment Agreements"), between Tender Loving Care
Health Care Services, Inc. ("Company") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
▇▇▇▇ ▇. ▇▇▇▇▇, respectively, and (ii) the Agreement, dated the date hereof, by
and among Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇ (the
"Additional Payment Agreement").
▇-▇▇▇▇▇▇▇.▇▇▇ hereby guarantees the payment by Company to ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇ of (i) their respective "Signing
Bonus" (as such term is defined in the Employment Agreements) payable by Company
to each such person and (ii) the amounts payable by Company to each such person
under the Additional Payment Agreement. ▇-▇▇▇▇▇▇▇.▇▇▇ shall make such payments
to such persons directly or shall contribute such amounts to Company and cause
Company to make such payments to such persons when due.
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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President and Co-Chief
Executive Officer