EXHIBIT 10.10
                                 October 8, 2001


Mr. Bert E. Brodsky
South Road
Harbor Acres
Sands Point, NY 11050

         Re:      Deferred Compensation Agreement

Dear Mr. Brodsky:

     You  and  Sandata,   Inc.  (the   "Company")  are  parties  to  a  Deferred
Compensation  Agreement dated May 1, 1992. You and the Company hereby agree that
said Agreement is hereby mutually terminated. Please signify your agreement with
the foregoing by signing this letter below and returning it to the Company.

                                                   Very truly yours,

Accepted:                                         Sandata, Inc.

/s/Bert E. Brodsky                                By:/s/Hugh Freund
   Bert E. Brodsky                                      Hugh Freund,
                                                     Executive Vice President
                                                       and Secretary