EXHIBIT 10.8

ASSET PURCHASE AGREEMENT

DATED MARCH 3, 1997

BY AND BETWEEN

OUTSOURCE INTERNATIONAL OF AMERICA, INC.

AS BUYER

AND

STAFF MANAGEMENT SERVICES, INC.

AS SELLER

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made and entered into as of the 3rd day of March, 1997 ("Agreement") , by and between OutSource International of America, Inc., Florida corporation ("Buyer"), and Staff Management Services, Inc., a New Jersey corporation, doing business as Staff Management Services, (collectively referred to as "SMSI"), sometimes referred to as "Seller".

RECITALS:

WHEREAS, the Seller operates a temporary help business from six (6) locations in and around Ocean, Middlesex, Essex and Passaic Counties, New Jersey (the "Business").

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, on the terms and conditions set forth herein, substantially all of the assets of the Seller, which together constitute substantially all of the assets that are used in connection with, necessary for, or beneficial to, the operation of the Business;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. SALE OF ASSETS; ASSUMPTION OF LIABILITIES.

1.1 SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer will purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller has an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller's right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets):

(a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property owned by Seller or used by Seller in connection with the Business, including the tangible assets listed on SCHEDULE 1.1.

(b) All of Seller's right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or SCHEDULE 3.8 hereto;

(c) All of Seller's right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business;

(d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business;

(e) The Business as a going concern and its, customer lists, vendor lists, restrictive covenants, choses in action, rights of recovery, rights of recoupment, lists of temporary employees, together with all books, computer software, files, papers, records and other data of Seller relating to their respective assets, properties, business and operations;

(f) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary staff (the "Applications").

(g) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith for a period of twelve (12) months from the date of Closing at no additional cost of any kind; and

(h) Buyer shall assume all of Sellers equipment and motor vehicle leases in respect of those items acquired by Buyer, and shall bear full financial responsibility for those of Sellers real property leases as correspond to Sellers offices continued by Buyer and partial financial responsibility for those of Sellers real property leases as correspond to Sellers offices discontinued by Buyer.

1.2 ASSETS RETAINED BY SELLER. There shall be excluded from the Assets and retained by Seller all of the following (collectively, the "Excluded Assets"):

(a) the corporate charters, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as corporations;

(b) any of the rights of Seller under this Agreement (or under any agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement);

(c) all cash and accounts receivable of the business as of March 2, 1997, and all personal assets of the owner; and

(d) all tax records or copies thereof.

1.3 ASSUMPTION OF LIABILITIES. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same become due only those liabilities and obligations of Seller specifically listed on EXHIBIT A hereto (the "Assumed Obligations") and, subject to Section 1.4 of this Agreement, the Assumed Leases (as hereafter defined). Buyer shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on EXHIBIT A hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume or be responsible for any of the following: any amounts due to any of Seller's creditors listed on EXHIBIT A hereto in excess of the amounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on EXHIBIT A hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby.

Seller further agrees to satisfy and discharge as the same shall become due all of its obligations and liabilities not specifically assumed by Buyer hereunder. Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated.

1.4 LEASES. Notwithstanding any other provision of this Agreement, Buyer's assumption of any liabilities or obligations of Seller with respect to any lease or leasehold interest (the "Assumed Leases") shall be subject to the terms of the Lease Assignment and Assumption Agreements to be delivered pursuant to Sections 2.2(i) and 2.3(e) of the Agreement.

1.5 PAYMENT FOR ASSETS. Buyer shall purchase the Assets for an aggregate purchase price (the "Purchase Price") of Four Million Dollars ($4,000,000.00) calculated in the manner set forth on EXHIBIT F hereto.

1.6 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated among the Assets as set forth on EXHIBIT B hereto (the "Allocation"). The Allocation shall be made in accordance with Section 1060 of the Internal Revenue Code and applicable Treasury regulations. The Buyer and Seller shall (i) be bound by the Allocation for purposes of determining any Taxes (as hereafter defined), (ii) prepare and file tax returns on a basis consistent with the Allocation and (iii) take no position inconsistent with the Allocation in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of the receipt of such notice.

1.7 PAYMENT OF PURCHASE PRICE. Buyer shall pay the Purchase Price as follows:

(a) Buyer shall pay Two Million Three Hundred Fifty Thousand Dollars ($2,350,000.00) to SMSI by cashier's check or bank wire (the "Cash Payment") on the Closing Date; and

(b) At Closing, deliver to SMSI a negotiable note which will be secured , on a first priority basis, by the general intangibles, of the Dover, NJ and Paterson, NJ offices that Seller is selling to Buyer, but which shall otherwise be subordinated to Buyer's senior indebtedness, in the form attached as EXHIBIT C hereto.

(i) The note shall be for One Million Six Hundred-Fifty thousand Dollars ($1,650,000.00), it shall bear interest at Four percent (4%) per annum compounded. It shall be due in two annual installments. The first installment is payable on March 15, 1998 and shall be in the amount of Nine Hundred and Twenty-Five Thousand dollars ($925,000.00) plus accrued interest; the second installment is payable on March 15, 1999 and shall be in the amount of Seven Hundred and Twenty-Five Thousand dollars ($725,000.00) plus accrued interest.

(ii) The note shall contain a provision to increase the interest in the event of a default. The increases shall be (a) from four percent (4%) to eight percent (8%) from loan inception until such time as the amount in default is paid in full, and (b) a further increase of the prime interest rate (as published in the Wall Street Journal on the date of default, or the next publication date if default occurs on a non-publication date) plus four percent 4% from the date of default until such time as the amount in default is paid in full. All such interest shall be compounded annually.

(d) OutSource will grant Dennis M. Omahen options for 5,000 shares of stock at the time of Closing, and will grant additional options of 5,000 shares for each of the following two (2) years provided he meets certain performance requirements to be agreed upon. All such options will be granted under the terms of OutSource's standard Incentive Stock Option Plan and all such options will be shares in the entity that will exist following the roll-up of OutSource's existing Sub-S Corporation into a C-Corporation.

1.8 ENCUMBRANCES. The Assets shall be sold and conveyed to Buyer free and clear of all mortgages, security interests, charges, encumbrances, liens, assessments, covenants, claims, title defects, pledges, encroachments and burdens of every kind or nature whatsoever, except for the matters set forth in SCHEDULE 3.1 hereto (the "Permitted Liens").

1.9 PRORATION. Seller shall pay at Closing all applicable transfer, sales, use, bulk sales and other taxes, and all documentary, filing, recording and vehicle registration fees payable as a result

of the transfer of the Assets. All ad valorem and property taxes, and any similar assessment based upon or measured by Seller's ownership interest in the Assets, shall be prorated between Seller and Buyer as of the Closing Date based upon such taxes assessed against the Assets for the tax period in question, or if there is insufficient information for such tax period, based upon taxes assessed for the immediately preceding tax period. All such taxes shall be prorated on the basis of a 365-day year. Seller shall be charged for all such taxes and assessments based upon or measured by Seller's ownership prior to the Closing Date and Buyer shall be charged for all such taxes and assessments based upon or measured by Buyer's ownership on or after the Closing Date. All such prorations and payments shall be made at the Closing.

2. CLOSING DATE.

2.1 TIME AND PLACE OF CLOSING. The closing of the sale and purchase of the Assets (the "Closing") will take place at the offices of Lindabury, McCormick & Estabrook, PC in Westfield, NJ at 10:00 a.m., Eastern Time, on March 3, 1997 or at such other time and place as the parties may establish (the date of the Closing being hereinafter referred to as the "Closing Date"). The transactions contemplated hereby shall be deemed to be effective as of 12:01
a.m., Eastern standard Time, on the Closing Date. If any extension of time is needed to close it shall only be by mutual agreement of both parties. In the event Buyer does not, through its own volition, consummate the transaction contemplated herein, it shall pay Seller a delay fee of Ten Thousand Dollars ($10,000.00).

2.2 DELIVERIES BY SELLER. At or prior to the Closing, Seller shall execute and deliver or cause to be executed and delivered to Buyer the following:

(a) A Bill of Sale, in substantially the form attached as EXHIBIT D hereto;

(b) An Assignment and Assumption Agreement, in substantially the form attached as EXHIBIT E hereto;

(c) Noncompetition Agreements in substantially the form attached as EXHIBIT H hereto executed by Dennis M. Omahen pursuant to which he shall agree not to compete within a 25 mile radius of any of SMSI's locations until December 31, 2001. In addition SMSI will use its best efforts to obtain, as of the Closing, non-competition agreements, in substantially the form attached as Exhibit H-1 hereto, from branch employees pursuant to which they shall agree not to compete within a 25 mile radius of any SMSI locations for a period of one (1) year following cessation of their employment. The non-compete with Dennis M. Omahen shall be null and void in the event Buyer defaults on its note to Seller.

(d) An Assignment of Applications, in substantially the form attached as EXHIBIT K hereto;

(e) A Certificate executed as of the Closing Date by a duly authorized officer of SMSI certifying: (i) the resolutions of the Board of Directors and Shareholders of SMSI approving the transactions contemplated hereby, and (ii) as to the accuracy of SMSI's representations and warranties and as to the performance and compliance of all of the terms, provisions and conditions to be performed or complied with by SMSI at or before Closing;

(f) The documents required pursuant to Sections 7.2, 7.3, 7.5, 7.11, 7.12 and 7.13 of this Agreement;

(g) An Assignment and Assumption of lease(s) substantially in the form attached as EXHIBIT J hereto;

(h) A certification that OutSource has the right to use the "Staff Management Services" name, for a period of one year, at no charge; and

(i) Such other instruments of sale, transfer, conveyance and assignment as Buyer and its counsel may reasonably request.

2.3 DELIVERIES BY BUYER. At or prior to Closing, Buyer shall execute and deliver or cause to be executed and delivered to Seller the following:

(a) The Promissory Note.

(b) An Assignment and Assumption Agreement, in substantially the form attached as EXHIBIT E hereto;

(c) A Security Agreement attached as EXHIBIT M hereto;

(d) A Partial Rescission of Agreements and Transactions attached as EXHIBIT N hereto;

(e) A Certificate executed as of the Closing Date by a duly authorized officer of Buyer certifying: (i) the resolutions of the Board of Directors of Buyer approving the transactions contemplated hereby, and (ii) as to the accuracy of Buyer's representations and warranties and as to the performance and compliance of all of the terms, provisions and conditions to be performed or complied with by Buyer at or before Closing;

(f) OutSource's standard employment agreement stating that Dennis Omahen shall be employed, as an employee at will, by OutSource, as a Regional Manager, beginning on the date of closing, at an annual salary of $90,000 per year plus a bonus potential plus benefits commensurate with other OutSource employees in his comparable position and salary level (including payment of OutSource's normal, published auto allowance).

(g) The full or partial (as the case may be) release of SMSI from liability on all real property leases involving SMSI;

(h) Such other instruments of assumption as Seller and their counsel may reasonably request.

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller as a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, makes the following representations and warranties to Buyer. Exceptions to such representations and warranties are set forth in the disclosure schedule accompanying this Agreement (the "Disclosure Schedule"). The Disclosure Schedule shall be effective to modify only those representations and warranties to which the Disclosure Schedule makes explicit reference. All representations and warranties are stated to the actual knowledge without investigation of the President of Seller.

3.1 TITLE TO ASSETS. Except as described in SCHEDULE 3.1 hereto, Seller has good, marketable and unencumbered title to the Assets (or, with respect to any real or personal property leases included in the Assets, a valid leasehold interest therein), free and clear of all mortgages, security interests, liens, claims, encumbrances, title defects, pledges, charges, assessments, covenants, encroachments and burdens of any kind or nature whatsoever, and have full right and authority to transfer and deliver all the Assets. Except as described in SCHEDULE 3.1 hereto, upon consummation of the transactions contemplated hereby, Seller will have transferred to Buyer good, marketable and unencumbered title to the Assets (or with respect to any real or personal property leases included in the Assets, a valid leasehold interest therein), free and clear of all mortgages, security interests, liens, claims, encumbrances, title defects, pledges, charges, assessments, covenants, encroachments and burdens of any kind or nature whatsoever. The Assets constitute all of the assets that are used in connection with, necessary for, or beneficial to the operation of the Business.

3.2 CORPORATE STATUS OF SMSI. Staff Management Services, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. It is qualified to do business and is in good standing in each jurisdiction where the operation of its business requires that it be so qualified. It has all requisite corporate power and authority to own, operate and lease its properties and assets, to conduct its business as it is now being conducted, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. An accurate and complete copy of the Articles of Incorporation and Bylaws, as presently in effect, are included as an attachment to SCHEDULE 3.2 hereto.

3.3 AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Seller of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action of Seller. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in

connection with the transactions contemplated hereby will be) valid and binding upon Seller, and enforceable against Seller in accordance with their respective terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or by the principles governing the availability of equitable remedies.

3.4 CONDITION OF REAL AND PERSONAL PROPERTY; LEASES. All real property leased by Seller and used in the operation of the Business is listed and described in SCHEDULE 1.4 hereto. All material items of tangible personal property and assets owned or leased by Seller and used in the operation of the Business are described in SCHEDULE 1.1 hereto. All machinery and equipment listed in SCHEDULE 1.1 conforms to all applicable ordinances, regulations, and zoning or other laws. Except as described in SCHEDULE 1.1, all items listed on SCHEDULE 1.1 are in good operating condition and repair, subject only to normal wear and tear, and are adequate to conduct the Business as it is now being conducted. Seller has delivered to Buyer accurate and complete copies of all leases relating to real and personal property leased by Seller and used in the operation of the Business and, except as described in SCHEDULE 1.4, all such leases are in full force and effect, no event of default has been declared thereunder and, to the Seller's knowledge, no basis for any default exists.

3.5 FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES. Attached hereto as part of SCHEDULE 3.5 are the Seller's Financial Statements for the period ending December 31, 1996. The Financial Statements (x) present fairly the financial position and results of operations of the Seller for the dates or periods indicated thereon, (y) have been prepared in Accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated and (z) accurately reflect the transactions, assets and liabilities of Seller as of the dates and for the periods presented. Except as set forth in the Financial Statements or on SCHEDULE 3.5 and the other schedules hereto, Seller has no debts, liabilities or obligations, whether direct or indirect, accrued, absolute, contingent, matured, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with generally accepted accounting principles. Seller is not aware of any basis for the assertion of any claims or liabilities of any nature which are not fully reflected or reserved against in the Financial Statements or otherwise disclosed in SCHEDULE 3.5 hereto.

3.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since February 7, 1997, Seller has conducted its business only in the normal and ordinary course in substantially the same manner as heretofore conducted and have used all reasonable efforts consistent with normal business practices to preserve and promote such business and to avoid any act that might have a material adverse effect upon the value of such business as a going concern or upon the Assets. No event has occurred to prevent the Seller's business from operating in a normal and usual manner and in substantially the same manner as heretofore operated. Except as expressly set forth in SCHEDULE 3.6 hereto, since February 7, 1997;

(a) there has not been any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the Seller's business or the Assets;

(b) there has not been any (i) increase (other than normal merit or cost-of-living increases in the ordinary course of business and consistent with past practices) or material change: (y) in compensation or bonuses payable to or to become payable by Seller to its officers, employees or agents, or (z) in any insurance, pension or other benefit plan, payment or arrangement made to, for or with any of such officers, employees or agents; or (ii) other material change in the employment terms of any officer, employee or agent of Seller;

(c) there has not been any sale, transfer or other disposition of any tangible or intangible asset, or real or personal property or interest therein, or any mortgage, lien or encumbrance placed thereon except in the ordinary course of business and consistent with past practice;

(d) there has not been any failure to maintain any Seller's books, accounts and records in the usual, regular and ordinary manner and in accordance with good business practices and consistent with past practice;

(e) there has not been any action taken or omitted to be taken by Seller which could cause (with or without the giving of notice or the passage of time, or both) the breach, default, acceleration, amendment, termination or waiver of or under any Material Agreement (as hereinafter defined) or the imposition of any lien, encumbrance, mortgage or other claim or charge against the Assets;

(f) there has not been any liability, obligation or commitment incurred by Seller, outside of the ordinary course of business, involving, individually or in the aggregate, more than $2,500.00;

(g) Seller has not entered into, nor has Seller or the Assets become subject to, any contracts, agreements, commitments, indentures, mortgages, notes, bonds, license, real or personal property leases or other obligations of the type required to be disclosed in SCHEDULE 3.7 hereto that are not otherwise disclosed herein;

(h) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any person or entity;

(i) there has been no change made or authorized in the charter or bylaws of Seller other than as may be necessary to carry out the purposes and intents of this Agreement;

(j) Seller has not issued, sold or otherwise disposed of any of its capital stock or granted any options, warrants or other rights to purchase or obtain any of its capital stock;

(k) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its capital stock;

(l) Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers or employees;

3.7 CONTRACTS AND COMMITMENTS. EXHIBIT A and SCHEDULE 3.7 hereto together include a true, correct and complete list of all material contracts, agreements, commitments, indentures, mortgages, notes, bonds, licenses, real and personal property leases and other obligations to which Seller is a party, by which Seller or its assets or properties are bound or may be affected or which otherwise relate to the Business (the "Material Agreements"). Without limiting the generality of the foregoing, the term Material Agreement includes: (a) any lease or license with respect to any Assets, whether a Seller is tenant, landlord, licensor or licensee thereunder; (b) any agreement, contract, indenture or other instrument relating to the borrowing of money or the guarantee of any obligation or the deferred payment of the purchase price of any Assets; (c) any agreement concerning a partnership or joint venture; (d) any agreements between Seller on the one hand and any of its shareholders, officers, directors or employees on the other; (e) any agreement relating to confidentiality or noncompetition; (f) any preferential purchase right, right of first refusal or similar agreement; (g) any agreement entered into outside of the ordinary course of business; or (h) any other agreement (or group of related agreements) which could involve expenditures (in cash or in kind) by Seller in excess of $2,500.00 per year. True and complete copies of all of the Material Agreements are included as part of SCHEDULE 3.7 hereto. Each of the Material Agreements listed in EXHIBIT A and SCHEDULE 3.7 are valid, binding and enforceable in accordance with their respective terms and are in full force and effect and were entered into in the ordinary course of business on an "arms length" basis. No part of Seller's rights or benefits under any Material Agreement has been assigned, transferred, or in any way encumbered. Seller is not in breach of nor has Seller defaulted under any of the Material Agreements and no occurrence or circumstance exists which constitutes (with or without the giving of notice or the passage of time or both) a breach or default by Seller under any Material Agreement. The other parties to the Material Agreements are not in default thereunder and no occurrence or circumstance exists which constitutes or would constitute (with or without the giving of notice or the passage of time or both) a breach or default by the other party thereunder. Except as set forth on SCHEDULE 3.7 hereto, neither Seller nor any of the Assets are bound by or subject to any contract, agreement, commitment, indenture, mortgage, note, bond, license, real or personal property lease or other obligation which on the Closing Date cannot be terminated upon thirty (30) days' written notice by Seller or Buyer without penalty or other obligation being incurred upon such termination.

3.8 INTELLECTUAL PROPERTY. Seller owns or is licensed to use Intellectual Property ("Intellectual Property"), as set forth in SCHEDULE 3.8. Each item of Intellectual Property owned or used by Seller immediately prior to the Closing shall be owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing. Seller has not received any charge, complaint, claim, demand or notice alleging any such interference, infringement,

misappropriation or violation with any Intellectual Property right of 3rd parties. No third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of Seller. SCHEDULE 3.9 hereto contains a true and correct description of the following:

(a) All Intellectual Property currently owned, in whole or in part, by Seller, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which Seller is a party; and

(b) All agreements relating to Intellectual Property that Seller is licensed or authorized to use from others or which Seller licenses or authorizes others to use.

3.9 TAXES. All federal, state, local and foreign tax returns (including information returns) and reports of Seller required by any applicable law, rule, regulation or procedure of any federal, state, local or foreign agency, authority or body to be filed have been duly filed by Seller. Seller has either
(i) paid all federal, state, county, local, foreign and other taxes (hereinafter "Taxes" or individually a "Tax") required to be paid by them through the Closing Date and all deficiencies or other additions to Tax, including interest or penalties owed in connection with any such Taxes or (ii) included adequate provision for all such Taxes and deficiencies or other additions to Tax applicable to Seller in the Seller's Financial Statements. All Taxes and other assessments and levies required to be collected or withheld by Seller with respect to the operation of their business from customers with respect to sales of products or from employees for income taxes, social security taxes and unemployment insurance taxes have been collected or withheld, and either paid to the respective governmental agencies, or set aside in an account owned by Seller and established for that purpose.

Seller is not a party to any pending action or proceeding regarding assessment or collection of Taxes by any governmental authority. To Seller's knowledge, no action or proceeding regarding assessment or collection of Taxes is threatened against Seller. There are no facts or state of facts existing that (with or without the giving of notice) or the passage of time or both) could form the basis for any such action or proceeding. Seller has not executed or filed any agreement with the Internal Revenue Service or any other taxing authority extending the period for the assessment or collection of any Taxes.

3.10 LITIGATION. There is no suit, proceeding, action, claim or investigation, at law or in equity, pending or threatened against Seller materially affecting the assets, properties or property interests of Seller. There are no facts or state of facts existing that (with or without the giving or notice or the passage of time or both) could form the basis for any such suit, proceeding, action, claim or investigation. Neither Seller nor any of its assets, property or property interests is subject to any judgement, order, writ, injunction or decree of any court or any federal, state, municipal, foreign or other governmental authority, department, commission, board, bureau, agency or other instrumentality.

3.11 EMPLOYEE BENEFIT PLANS; ERISA.

(a) SCHEDULE 3.11 hereto lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and each other employee benefit arrangement, contract, agreement or policy, including, without limitation, pension, profit sharing or thrift plans, medical benefit programs, death benefit and disability programs, and severance, vacation and sick leave policies applicable to employees of the Seller (hereinafter referred to collectively as the "Plans").

(b) All Plans have complied in all material respects with all applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code"), and any predecessor Federal income tax laws, ERISA, all other applicable laws and any applicable collective bargaining agreements.

(c) No single employer defined benefit pension plan or defined benefit plan for a controlled group of corporations included within the Plans has since 1976: (i) had any accumulated minimum funding deficiency; (ii) been granted a waiver of the minimum funding standards contribution; (iii) been terminated by its plan sponsor or the Pension Benefit Guaranty Corporation ("PBGC"); or (iv) incurred or reported a reportable event; and no such Plan has assets valued at fair market value that are less than the present value of all accrued liabilities using PBGC actuarial and interest rate assumptions in effect on the date hereof as applicable to single employer plan terminations or plans for a controlled group of corporations.

3.12 CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution nor delivery by Seller of this Agreement, or any agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, nor the consummation by Seller of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the provisions hereof or thereof, will (a) conflict with or result in a breach of any provision of Seller's Articles of Incorporation or Bylaws, (b) result in the breach of, or conflict with, any of the terms and conditions of, or constitute a default (with or without the giving of notice or the passage of time or both) with respect to, or result in the cancellation or termination of, or the acceleration of the performance of any obligations or of any indebtedness under, any Material Agreement, (c) result in the creation of a lien, security interest, charge or encumbrance upon any of the Assets, or (d) violate any law or any rule or regulation of any administrative agency or governmental body, or any order, writ, injunction or decree of any court, administrative agency or governmental body to which any Seller or its properties or assets may be subject. No approval, authorization, consent or other action of, or filing with, or notice to any court, administrative agency or other governmental authority or any other person or entity is required for the execution and delivery by any Seller of this Agreement or any agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby.

3.13 LICENSES, PERMITS AND AUTHORIZATIONS. Seller has all permits, licenses, certificates of occupancy, approvals or other authorizations from and registrations with federal, state, municipal and foreign governmental agencies and private associations necessary to operate their business (collectively the "Permits") and all such Permits are in full force and effect and no suspension or cancellation of any such Permit is threatened. A list of the Permits is included in SCHEDULE 3.14 hereto.

3.14 INSURANCE. SCHEDULE 3.15 hereto contains a complete list of all insurance policies maintained by Seller with respect to the Business or the Assets. Such insurance is in full force and effect; will not terminate or lapse by reason of the transaction contemplated hereby; is sufficient for compliance with all requirements of law and any agreements to which Seller is a party or by which the Assets are bound; and will remain in full force and effect until Closing. SCHEDULE 3.15 specifically excludes worker's compensation insurance. Worker's compensation insurance for the Business of Seller has been provided by an affiliate of Buyer effective January 1, 1997, and Buyer acknowledges its obligations to provide such coverage until Closing and Seller acknowledges its obligations to reimburse Buyer for such coverage, all of which has heretofore been agreed upon by Seller and an affiliate of Buyer.

3.15 GUARANTEES. Neither the Business nor any of the Assets is or will be at the Closing, directly or indirectly, (i) liable, by guarantee or otherwise, upon or with respect to, (ii) obligated, by discount or repurchase agreement or in any other way, to provide funds in respect of, or (iii) obligated to guarantee or assume, any debt, dividend or other obligation of any person, corporation, association, partnership or other entity.

3.16 CORPORATE AND PERSONNEL DATA; LABOR RELATIONS. Seller is in compliance with all federal, state, local and foreign laws, rules and regulations affecting employment and employment practices of Seller, including those relating to terms and conditions of employment and wages. There are no complaints pending against Seller in connection with any employment related matters. Seller is not a party to any collective bargaining agreement. SCHEDULE 3.16 includes a monthly report which reflects Seller's current payroll; this report accurately reflects Seller's entire current monthly payroll obligations to their employees. SCHEDULE 3.16 also includes a list of the names and compensation levels of any consultants, independent contractors or temporary employees regularly utilized by Seller.

3.17 COMPLIANCE WITH LAWS/ENVIRONMENTAL MATTERS. Seller has at all times conducted its business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller, the failure to comply with which would have a material adverse affect on its Business and the Assets. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, no such notice, advice, claim or complaint of any type is threatened. Seller has at all times complied and presently comply with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards, the failure to

comply with which would have a material adverse affect on its Business and the Assets, and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards.

3.18 ACCURACY OF INFORMATION FURNISHED. No statement contained in this Agreement or any Exhibit or Schedule attached hereto, and no statement contained in any certificate or other instrument or document furnished by or on behalf of Seller pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is necessary to make the statements contained herein or therein not misleading.

4. REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement for Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer represents and warrants to Seller as follows:

4.1 ORGANIZATION. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Illinois. Buyer has all requisite corporate power and authority to own and operate its properties, to carry on its business as now being conducted and to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

4.2 AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Buyer of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action of Buyer. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in connection with the transactions contemplated hereby will be) valid and binding upon Buyer, and enforceable against Buyer in accordance with their respective terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or the principles governing the availability of equitable remedies.

4.3 FINANCIAL STATEMENTS. Attached hereto as part of SCHEDULE 4.3 are the Buyer's unaudited Financial Statements for the period ending December 31, 1996. The Financial Statements (x) present fairly the financial position and results of operations of the Buyer for the dates or periods indicated thereon,
(y) have been prepared in Accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated and (z) accurately reflect the transactions, assets and liabilities of Buyer as of the dates and for the periods presented. Except as set forth in the Financial Statements or on SCHEDULE 4.3 and the other schedules hereto, Buyer has no debts, liabilities or obligations, whether direct or indirect, accrued, absolute,

contingent, matured, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with generally accepted accounting principles (except for a $70 million debt and equity facility that Buyer closed on February 21, 1997). Buyer is not aware of any basis for the assertion of any claims or liabilities of any nature which are not fully reflected or reserved against in the Financial Statements or otherwise disclosed in SCHEDULE 4.3 hereto.

4.4 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1996, Buyer conducted its business only in the normal and ordinary course in substantially the same manner as heretofore conducted. No event or events have occurred since such date that have had, or before the Closing will, or may, have a material adverse affect on the Buyer's assets and its business.

4.5 CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution nor delivery by Buyer of this Agreement, or any agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, nor the consummation by Buyer of the transactions contemplated hereby or thereby, nor compliance by Buyer with any of the provisions hereof or thereof, will (a) conflict with or result in a breach of any provision of Buyer's Articles of Incorporation or Bylaws, (b) result in the breach of, or conflict with, any of the terms and conditions of, or constitute a default (with or without the giving of notice or the passage of time or both) with respect to, or result in the cancellation or termination of, or the acceleration of the performance of any obligations or of any indebtedness under, any Material Agreement, (c) result in the creation of a lien, security interest, charge or encumbrance upon the purchase price payable by Buyer to Seller, or (d) violate any law or any rule or regulation of any administrative agency or governmental body, or any order, writ, injunction or decree of any court, administrative agency or governmental body to which Buyer or its properties or assets may be subject. No approval, authorization, consent or other action of, or filing with, or notice to any court, administrative agency or other governmental authority or any other person or entity is required for the execution and delivery by Buyer of this Agreement or any agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby.

4.6 LITIGATION. There is no suit, proceeding, action, claim or investigation, at law or in equity, pending or threatened against Buyer materially affecting the assets, properties or property interests of Buyer. There are no facts or state of facts existing that (with or without the giving or notice or the passage of time or both) could form the basis for any such suit, proceeding, action, claim or investigation. Neither Buyer nor any of its assets, property or property interests is subject to any judgement, order, writ, injunction or decree of any court or any federal, state, municipal, foreign or other governmental authority, department, commission, board, bureau, agency or other instrumentality.

4.7 ACCURACY OF INFORMATION FURNISHED. No statement contained in this Agreement, or any exhibit or schedule attached, and no statement contained in any certificate or other instrument or document furnished by or on behalf of Buyer pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is necessary to make the statements contained herein or therein not misleading.

5. INDEMNIFICATION AND SET OFF.

5.1 INDEMNIFICATION OBLIGATION OF SELLER. Seller hereby agrees to defend, indemnify and hold harmless Buyer from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Buyer (a "Loss"):

(a) as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Seller in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby; or

(b) any misrepresentation or inaccuracy in, or omission from the Disclosure Schedule or from any certificate, schedule, statement, document or instrument furnished by Seller to Buyer in connection with the transactions contemplated by this Agreement.

5.2 INDEMNIFICATION OBLIGATION OF BUYER. Buyer hereby agrees to defend, indemnify and hold harmless Seller from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Seller (a "Loss"):

(a) as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby; or

(b) as a result of, arising from or in connection with the Assumed Obligations;

(c) any misrepresentation or inaccuracy in, or omission from the Disclosure Schedule or from any certificate, schedule, statement, document or instrument furnished by Buyer to Seller in connection with the transactions contemplated by this Agreement.

5.3 INDEMNITY PROCEDURE. A party hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the "Indemnifying Party" and the other party claiming indemnity is referred to as the "Indemnified Party." The Indemnified

Party under this Agreement shall give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim of indemnity under this Agreement; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall be entitled to assume defense thereof (at its expense) provided that counsel for the Indemnifying Party who shall conduct the defense of such claim shall be approved by the Indemnified Party, which approval will not be unreasonably withheld. The Indemnified Party shall, at its expense, provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. If in the Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of a third party claim that would materially prejudice the Indemnified Party, or, if the Indemnifying Party, after written notice from the Indemnified Party, fails to take timely action to defend a claim, the Indemnified Party may assume defense, at its expense, of such claim or action with counsel of its choosing.

An Indemnifying Party shall not make any settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement (i) involving injunctive or other equitable relief against the Indemnified Party or its assets, employees or business or (ii) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation.

In the event the Indemnified Party shall withhold its consent to a settlement and resumes the defense of a claim. The liability of the Indemnifying Party shall be limited to the amount it had agreed to pay in connection with said settlement. In the event the Indemnified Party reassumes the defense of a claim, the Indemnifying Party shall be responsible to make payment in respect of the claim to the Indemnified Party within the limitations hereof only after the Indemnified Party has concluded a settlement or when a final order of a court of competent jurisdiction or a final award of an arbitrator having competent jurisdiction has been entered.

5.4 PAYMENT. The Indemnifying Party shall pay to the Indemnified Party any amounts owed to the Indemnified Party pursuant to this Section 5 within twenty (20) days after a final determination with respect to any indemnifiable Loss hereunder. A "final determination" means a settlement by the Indemnifying Party or the Indemnified Party as hereinabove described or when a final order of the court of competent jurisdiction or a final award of an arbitrator having competent jurisdiction has been entered. Without limiting the generality of the foregoing, insurance proceeds received or to be received by the Indemnified Party in respect of any matter for which indemnity is claimed hereunder by such party shall reduce dollar-for-dollar the indemnity payable by the Indemnifying Party hereunder, and in the event the Indemnified Party claims tax deductions, credits or income offsets in respect of any payment or accrual of an amount

for which indemnity is claimed hereunder by such Party, the indemnity payable by the Indemnifying Party hereunder shall be reduced dollar-for-dollar by the taxes saved by the Indemnified Party as a consequence of such tax deductions, credits or offsets to income. Upon the payment in full of any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any person, firm or entity with respect to the subject matter of the claim or litigation.

5.5 LIMITATIONS AS TO AMOUNT. In no event shall indemnification for Losses by one party to another hereunder exceed the sum of $500,000.00, unless such Loss is to the any willful misrepresentation or willful breach of warranty or any willful failure to perform or comply with the provisions of this Agreement.

6. CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Seller):

6.1 PERFORMANCE OF OBLIGATIONS. Buyer shall have performed all of its obligations and complied with all of its covenants required to be performed or to be complied with by it under this Agreement on or prior to the Closing Date.

6.2 REPRESENTATIONS AND WARRANTIES. Each representation and warranty of Buyer contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made at and as of such time.

6.3 DELIVERIES. Buyer shall have delivered or caused delivery of the items set forth in Section 2.3 of this Agreement.

6.4 APPROVALS. Buyer shall have delivered to Seller any and all approvals, consents or assignments necessary for the consummation of the transactions contemplated hereby, including, without limitation, any consents required (i) by any governmental or administrative body, (ii) under any Material Agreement, (iii) under any insurance policies that Buyer has determined should continue in force after the Closing, or (iv) under any Permit.

6.5 ACCESS. Seller shall have had full and complete access during normal business hours to the properties, assets, books, agreements, files and records of Buyer for the purpose of verifying the information set forth herein.

7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Buyer):

7.1 PERFORMANCE OF OBLIGATIONS. Seller shall have performed all of the obligations and complied with all of the covenants required to be performed or to be complied with by them under this Agreement on or prior to the Closing Date.

7.2 APPROVALS. Seller shall have delivered to Buyer any and all approvals, consents or assignments necessary for the consummation of the transactions contemplated hereby, including, without limitation, any consents required (i) by any governmental or administrative body, (ii) under any Material Agreement, (iii) under any insurance policies that Buyer has determined should continue in force after the Closing, or (iv) under any Permit.

7.3 ACCESS. Buyer shall have had full and complete access during normal business hours to the properties, assets, books, agreements, files and records of Seller for the purpose of verifying the information set forth herein.

7.4 PROPERTY. All of Seller's real and personal property shall be in good operating condition, structurally sound and in good repair. Notwithstanding the foregoing, Buyer acknowledges that Buyer is assuming Assumed Leases and acquiring the Assets in Schedule 1.1 in an "as is" condition.

7.5 APPROVAL.

(a) The board of directors of Seller shall have approved Seller entering into this Agreement and the consummation of the transactions contemplated hereby;

(b) The board of directors of Buyer shall have approved Buyer's entering into this Agreement and consummation of the transactions contemplated hereby.

7.6 LITIGATION. There shall not have been instituted, pending or threatened against Seller, any suit, action or other proceeding by any private party or governmental agency, commission, bureau or body seeking to restrain or prohibit any of the transactions contemplated by this Agreement.

7.7 ACCRUED EXPENSES AND CONTINGENT LIABILITIES. Seller shall have resolved, in a manner satisfactory to Buyer in its sole and absolute discretion, any issues relating to the accrued expenses and contingent liabilities of Seller.

7.8 NONCOMPETITION AGREEMENTS. Buyer, Dennis Omahen and all branch office personnel of Seller who have consented to do so before Closing, shall have entered into a Noncompetition Agreement prohibiting them from competing within a 25 mile radius of any of SMSI's locations until December 31, 2001 in the case of Dennis Omahen and for one (1) year from the date of Closing for all other employees. The non-compete with Dennis Omahen shall be null and void in the event Buyer defaults on its note to Seller.

7.9 DISCLOSURE SCHEDULE. Seller shall have furnished to Buyer and its representatives true, correct and complete copies of all documents, agreements and instruments listed in the Disclosure Schedule.

7.10 DELIVERIES. Seller shall have delivered or caused delivery of the items set forth in Section 2.2 hereof.

7.11 REPRESENTATIONS AND WARRANTIES. Each representation and warranty of Seller contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made anew at and as of such time.

7.12 RIGHT TO USE NAME. Buyer shall have received a certification of its right to use the name "Staff Management Services", for 12 months from date of close, at no charge.

8. POST-CLOSING COVENANTS.

8.1 ACCOUNTS RECEIVABLE OF BUYER. Seller covenants and agrees that if Seller inadvertently collects an account receivable of the Buyer, Seller will deliver the amount received to Buyer within ten (10) days of receipt by Seller.

8.2 ACCOUNTS RECEIVABLE OF SELLER. Buyer covenants and agrees that if Buyer inadvertently collects an account receivable of a Seller, Buyer will deliver the amount received to Seller within ten (10) days of receipt by Buyer.

8.3 ACCOUNTS RECEIVABLE REPORTS. Seller covenants and agrees that Seller will deliver a weekly accounts receivable report to Buyer for ninety (90) days following the Closing Date.

8.4 FURTHER ASSURANCES. The parties hereto covenant and agree that they will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all such further acts, instruments, papers and documents as may be necessary to carry out and effectuate the intent and purposes of this Agreement.

9. MISCELLANEOUS.

9.1 ENTIRE AGREEMENT. This Agreement and the Exhibits and Schedules to this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, understandings, agreements, arrangements and understandings, both oral and written, between the parties hereto with respect to such subject matter. The Exhibits and Schedules to this Agreement are incorporated into and constitute part of this Agreement.

9.2 AMENDMENT. This Agreement may not be amended or modified in any respect, except by the mutual written agreement of the parties hereto.

9.3 NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm, corporation, partnership, association or other entity, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

9.4 SURVIVABILITY. Notwithstanding any investigation made by or on behalf of any party to this Agreement, the representations and warranties made under and in connection with this Agreement shall be true and correct on and as of the Closing Date with the same effect as if made on and as of such date and shall survive the Closing and consummation of all the transactions contemplated hereby for a period of one (1) year.

9.5 WAIVERS AND REMEDIES. The waiver by any of the parties hereto of any other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

9.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted.

9.7 DESCRIPTIVE HEADINGS/RECITALS. Descriptive headings contained herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. The recitals are incorporated into and made a part of this Agreement.

9.8 COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed in counterparts by the separate parties hereto, all of which shall be deemed to be one and the same instrument. Facsimile signatures shall have the same effect as original signatures.

9.9 NOTICES. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed to have been duly given: when delivered by hand; when delivered by facsimile (if written confirmation of receipt of the facsimile is obtained from the party to be charged with notice); five (5) days after being deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid; or on the second business day after being sent (PREPAID for next day delivery), via Federal Express, Purolator Courier, DHL or other nationally recognized delivery service, as follows:

If to Seller:                      DENNIS M. OMAHEN
                                   4 Kevin Drive
                                   Flanders, NJ 07836

With a copy to:                    Robert S. Schwartz, Esq
                                   Lindabury, McCormick &
                                   Estabrook
                                   53 Cardinal Drive
                                   Westfield, NJ 07091

If to Buyer:                       OutSource International, Inc.
                                   Attention: CEO
                                   1144 East Newport Center Drive
                                   Deerfield Beach, FL 33442
                                   954-418-6200

With a copy to:                    Steven Sonberg, Esq.
                                   Holland & Knight
                                   One East Broward Boulevard
                                   Fort Lauderdale, FL  33301
                                   Phone:  305 468-7819
                                   Fax:  305 463-2030

or to such other address as any party hereto may from time to time designate in writing delivered in a like manner.

9.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the parties hereto shall assign any of its rights or obligations hereunder without the express written consent of the other party hereto; provided, however, all of Seller's rights may be assigned

and its obligations delegated to Dennis M. Omahen without the consent of the Buyer in the event the Seller shall liquidate and dissolve.

9.11 APPLICABLE LAW. This Agreement shall be governed by, and shall be construed, interpreted and enforced in Accordance with, the laws of the State of Florida.

9.12 BROKERS AND AGENTS. Neither OutSource or SMSI have engaged a broker in regard to this transaction.

9.13 EXPENSES. Each of the parties hereto agrees to pay all of the respective expenses incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including accountants' and attorneys' fees.

9.14 CONFIDENTIALITY. No party hereto shall divulge the existence of the terms of this Agreement, the transactions contemplated hereby or any information about another party that such party may have acquired in connection with the transaction, without the prior written approval of all of the parties hereto, except and as to the extent (i) obligated by law or, (ii) necessary for such party to defend or prosecute any litigation in connection with the transactions contemplated hereby or (iii) to their respective accountants, attorneys and financial advisors who agree no to divulge except as provided in clause (i) and (ii) hereof. The parties hereto acknowledge that any breach of the foregoing will give rise to irreparable injury that is not compensable in damages and agree that any party may seek and obtain equitable relief in the form of specific enforcement, temporary restraining order, temporary or permanent injunction, or any other equitable remedy that may then be available to such party against the breach or threatened breach of such covenants, in addition to any other legal remedies which may be available.

9.15 CERTAIN INTERPRETATIONS. Words such as "herein," "hereof," "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular Section or subsection of this Agreement. The word "material" as used in this Agreement shall mean a deviation of more than five (5%) percent.

9.16 CONSENT TO JURISDICTION. The parties to this Agreement agree that any claim, suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be submitted for adjudication either in any Florida State or Federal court sitting in Broward County, Florida, or in the State and Federal courts located in New Jersey, and each of the parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. Each party (i) waives any objection which it may have that such court is not a convenient forum for any such adjudication, (ii) agrees and consents to the personal jurisdiction of such court with respect to any claim or dispute arising out of or relating to this Agreement or the transactions contemplated hereby and (iii) agrees that process issued out of such court or in Accordance with the rules of practice of such court shall be properly served if served personally or served by certified mail or other form of substituted service, as provided under the

rules of practice of such court. In the event of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby the prevailing party thereunder shall be entitled to recover reasonable attorneys' and paralegal's fees (for negotiations, trials, appeals and collection efforts) and court costs incurred in connection therewith in addition to any other relief to which such party may be entitled. The prevailing party shall be the party in whose favor an award or judgement is entered in its favor.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

BUYER:

Witness:

/s/ ILLEGIBLE                                    OutSource International of
--------------------------                       America, Inc.
                                                    /s/ DAVID VAN SOEST
                                                 By:-------------------------
                                                    David Van Soest
--------------------------                          Regional Vice President

SELLER:

Witness:

/s/ ILLEGIBLE                                    Staff Management Services, Inc.
--------------------------
                                                    /s/ DENNIS M. OMAHEN
                                                 By:-------------------------
                                                    Dennis M. Omahen
---------------------------                         President

EXHIBIT 10.9

ASSET PURCHASE AGREEMENT

DATED MARCH 3, 1997

BY AND AMONG

OUTSOURCE INTERNATIONAL OF AMERICA, INC.

AS BUYER

AND

SUPERIOR TEMPORARIES, INC.

AS SELLER

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made and entered into as of the 3rd day of March, 1997 ("Agreement"), by and among OutSource International of America, Inc., an Florida corporation ("Buyer"), and Superior Temporaries, Inc., a Florida corporation ("STI"), sometimes referred to as "Seller".

RECITALS:

WHEREAS, the Seller operates a temporary help business, from ten (10) locations, under the terms of five (5) various Franchise Agreements dated June 1, 1994 for Miami, FL, Ft. Lauderdale, FL and West Palm Beach, FL, May 1, 1994 for Orlando, FL and , 1996 for Sarasota, FL, all with OutSource Franchising, Inc., an affiliate of Buyer, (the "Business").

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, on the terms and conditions set forth herein, all of the designated assets of the Seller, listed in section 1.1 below, which together constitute substantially all of the assets that are used in connection with, necessary for, or beneficial to, the operation of the Business;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. SALE OF ASSETS; ASSUMPTION OF LIABILITIES.

1.1 SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer will purchase and accept at the Closing, all designated assets, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets):

(a) All supplies, equipment, machinery, furniture, fixtures and leasehold improvements owned by Seller or used by Seller in connection with the Business, including the tangible assets which will be listed on SCHEDULE 1.1, by Buyer, within 10 days of Closing.

(b) All of Seller' right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business,

including, without limitation, the documents listed in EXHIBIT A or SCHEDULE 3.8 hereto, with the exception of rights under Seller's agreements or contracts with
(i) Productivity Partners, Inc., (ii) Productivity Partners II, Inc., (iii) liability insurance, and (iv) worker's compensation insurance;

(c) All of Seller' right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business;

(d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business;

(e) The Business as a going concern and its, customer lists, vendor lists, restrictive covenants, choices in action, rights of recovery, rights of recoupment, lists of temporary employees, together with all books, computer software, files, papers, records and other data of Seller relating to their respective assets, properties, business and operations;

(f) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary staff (the "Applications"). Buyer agrees that, after the Closing, Seller shall have unlimited right to access and copy said Applications during all normal business hours and Buyer shall provide, and not unreasonably withhold, reasonable assistance to the Seller in obtaining such information (such as copying and faxing copies to Seller).

(g) All rights of Seller's in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; and

(h) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary and permanent staff (the "Applications") (Buyer agrees that, after the Closing, Seller shall have unlimited right to access and copy said Applications during all normal business hours).

1.2 ASSETS RETAINED BY SELLER. There shall be excluded from the Assets and retained by Seller all of the following (collectively, the "Excluded Assets"):

(a) the corporate charters, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as corporations;

(b) any of the rights of Seller under this Agreement (or under any agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement);

(c) the Franchise Agreements which are being terminated by the parties simultaneous with the Closing; and

(d) all cash, accounts receivable, real estate of Seller and all of the personal assets of the owner.

(e) all personal property of Seller located in the Seller's Orlando, FL condominium which Seller is permitted to remove at their convenience following the Closing.

(f) (i) worker's compensation insurance deposits, (ii) deposits with Productivity Partners, Inc., (iii) Seller's deposit of $5,000.00 on its leased property in Sarasota, FL, (iv) any tax refunds due Seller, and (iv) the cash surrender value of any life insurance policies of Seller or its shareholders.

1.3 ASSUMPTION OF LIABILITIES. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same become due only those liabilities and obligations of Seller specifically listed on EXHIBIT A hereto (the "Assumed Obligations") and, subject to Section 1.4 of this Agreement, the Assumed Leases (as hereafter defined). Buyer shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on EXHIBIT A hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume or be responsible for any amounts due any of Seller's creditors listed on EXHIBIT A hereto, except that Seller shall pay any expenses prior to Closing and Buyer shall be responsible for all ongoing expenses, that will benefit Buyer, following the Closing.

Seller further agrees to satisfy and discharge as the same shall become due all of its obligations and liabilities not specifically assumed by Buyer hereunder. Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated.

1.4 LEASES. Notwithstanding any other provision of this Agreement, Buyer's assumption of any liabilities or obligations of the Seller with respect to any lease or leasehold interest (the "Assumed Leases") shall be subject to the terms of the Lease Assignment and Assumption Agreements to be delivered pursuant to Sections 2.2(i) of the Agreement.

1.5 PAYMENT FOR ASSETS. Buyer shall purchase the Assets for an aggregate purchase price (the "Purchase Price") of Nine-Million Dollars ($9,000,000.00) calculated in the manner set forth on EXHIBIT F hereto.

1.6 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated among the Assets as set forth on EXHIBIT B hereto (the "Allocation"). The Allocation shall be made in accordance with Section 1060 of the Internal Revenue Code and applicable Treasury regulations. The Buyer and Seller shall (i) be bound by the Allocation for purposes of determining any Taxes (as hereafter defined), (ii) prepare and file tax returns on a basis consistent with the Allocation and (iii) take no position inconsistent with the Allocation in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of the receipt of such notice.

1.7 PAYMENT OF PURCHASE PRICE. Buyer shall pay the Purchase Price as follows:

(a) Cash at Closing of Nine-Million Dollars ($9,000,000.00) to be paid by bank wire on the day of Closing.

1.8 ENCUMBRANCES. The Assets shall be sold and conveyed to Buyer free and clear of all mortgages, security interests, charges, encumbrances, liens, assessments, covenants, claims, title defects, pledges, encroachments and burdens of every kind or nature whatsoever, except for the matters set forth in SCHEDULE 3.3 hereto (the "Permitted Liens").

1.9 PRORATION. Seller shall pay at Closing all applicable transfer, sales, use, bulk sales and other taxes, and all documentary, filing, recording and vehicle registration fees payable as a result of the transfer of the Assets. All ad valorem and property taxes, and any similar assessment based upon or measured by Seller' ownership interest in the Assets, shall be prorated between Seller and Buyer as of the Closing Date based upon such taxes assessed against the Assets for the tax period in question, or if there is insufficient information for such tax period, based upon taxes assessed for the immediately preceding tax period. All such taxes shall be prorated on the basis of a 365- day year. Seller shall be charged for all such taxes and assessments based upon or measured by Seller' ownership prior to the Closing Date and Buyer shall be charged for all such taxes and assessments based upon or measured by Buyer's ownership on or after the Closing Date. Seller shall have ten (10) business days to provide Buyer of all such pro-rations, and Buyer shall have five (5) business days following receipt of all such prorations to pay Seller; time is of the essence in respect to the afore mentioned time periods. Either Buyer or Seller can seek a re-proration based on actual taxes at the end of 1997.

2. CLOSING DATE.

2.1 TIME AND PLACE OF CLOSING/RECISSION PENALTY.

(a) The closing of the sale and purchase of the Assets (the "Closing") will take place at the offices of OutSource at 10:00 am, Eastern Standard Time, on March 3, 1997 or at such other time and place as the parties may establish (the date of the Closing being hereinafter referred to as the "Closing Date"). The transactions contemplated hereby shall be deemed to be effective as of 12:01
a.m., Eastern Standard Time, on the Closing Date.

(b) If, from January 16, 1997 through February 24, 1997, either party rescinds then the rescinding party shall give notice to the other and shall pay contemporaneously with such notice a recission fee of $50,000.00. Notwithstanding the foregoing, if, between January 16, 1997 and February 24, 1997, as a result of OutSource's due diligence, there is any material change in the business or its historical financial data, OutSource may cancel the transaction with no recission fee. If after February 24, 1997 either party rescinds then the rescinding party shall give notice to the other and shall pay contemporaneously with such notice a recission fee of $100,000.00. Notwithstanding the foregoing, if, after February 24, 1997 there is any material change in the current business operation of STI then OutSource may cancel the transaction with no recission fee.

2.2 DELIVERIES BY SELLER. At or prior to the Closing, Seller shall execute and deliver or cause to be executed and delivered to Buyer the following:

(a) A Bill of Sale, in substantially the form attached as EXHIBIT D hereto;

(b) An Assignment and Assumption Agreement, in substantially the form attached as EXHIBIT E hereto;

(c) A Release in substantially the form attached as EXHIBIT G hereto;

(d) Noncompetition Agreements in substantially the form attached as EXHIBIT H hereto executed by all stockholders of Seller, by which they shall agree not to compete within a 25 mile radius of any office location being acquired by OutSource for a period of five years.

(e) An Assignment of Applications, in substantially the form attached as EXHIBIT K hereto;

(f) A Certificate executed as of the Closing Date by a duly authorized officer of STI certifying: (i) the resolutions of the Board of Directors and Shareholders of STI approving the transactions contemplated hereby, and (ii) as to the accuracy of STI's representations and warranties and as to the performance and compliance of all of the terms, provisions and conditions to be performed or complied with by STI at or before Closing;

(g) The documents required pursuant to Sections 7.2, 7.3, 7.5, 7.11, and 7.12 of this Agreement;

(h) A mutual termination of all of the Franchise Agreements with OutSource Franchising, Inc., an affiliate of Buyer, substantially in the form attached as EXHIBIT M hereto;

(i) An Assignment and Assumption of lease(s) substantially in the form attached as EXHIBIT J hereto; and

(j) Such other instruments of sale, transfer, conveyance and assignment as Buyer and its counsel may reasonably request.

2.3 DELIVERIES BY BUYER. At or prior to Closing, Buyer shall execute and deliver or cause to be executed and delivered to Seller the following:

(a) An Assignment and Assumption Agreement, in substantially the form attached as EXHIBIT E hereto;

(b) A Release in substantially the form attached as EXHIBIT I hereto;

(c) A Certificate executed as of the Closing Date by a duly authorized officer of Buyer certifying: (i) the resolutions of the Board of Directors of Buyer approving the transactions contemplated hereby, and (ii) as to the reasonable accuracy of Buyer's representations and warranties and as to the performance and compliance of all of the terms, provisions and conditions to be performed or complied with by Buyer at or before Closing; and

(d) The Master Lease Agreement between Seller and Buyer;

(e) Such other instruments of assumption as Seller and their counsel may reasonably request.

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, make the following representations and warranties to Buyer. Exceptions to such representations and warranties are set forth in the disclosure Schedule accompanying this Agreement (the "Disclosure Schedule"). The Disclosure schedule shall be effective to modify only those representations and warranties to which the Disclosure schedule makes explicit reference. The phrase "to any Seller's knowledge" or similar language used in this Section 3 shall, in each case, mean the best knowledge of Seller.

3.1 TITLE TO ASSETS. Except as described in SCHEDULE 3.3 hereto, Seller has good, marketable and unencumbered title to the Assets (or, with respect to any real or personal property

leases included in the Assets, a valid leasehold interest therein), free and clear of all mortgages, security interests, liens, claims, encumbrances, title defects (except for a title defect at Seller's 730 N. Andrews location which Buyer hereby acknowledges, although the real property is not part of the designated assets), pledges, charges, assessments, covenants, encroachments and burdens of any kind or nature whatsoever, and has full right and authority to transfer and deliver all the Assets. Except as described in SCHEDULE 3.3 hereto, upon consummation of the transactions contemplated hereby, Seller will have transferred to Buyer good, marketable and unencumbered title to the Assets (or with respect to any real or personal property leases included in the Assets, a valid leasehold interest therein), free and clear of all mortgages, security interests, liens, claims, encumbrances, title defects, pledges, charges, assessments, covenants, encroachments and burdens of any kind or nature whatsoever. The Assets constitute all of the designated assets (except for the Excluded Assets) that are used in connection with, necessary for, or beneficial to the operation of the Business.

3.2 CORPORATE STATUS OF STI. STI is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. STI is qualified to do business and in good standing in each jurisdiction where the operation of its business requires that it be so qualified. STI has all requisite corporate power and authority to own, operate and lease its properties and assets, to conduct its business as it is now being conducted, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, with the exception of a Certificate of Use for Seller's property located at 2425 N. Miami Avenue, which Buyer hereby acknowledges (Seller hereby acknowledges that it represent to Buyer that Buyer shall be able to obtain such Certificate as a tenant). An accurate and complete copy of the Articles of Incorporation and Bylaws of STI, as presently in effect, are included as an attachment to SCHEDULE 3.2 hereto.

3.3 AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Seller of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action of Seller. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in connection with the transactions contemplated hereby will be) valid and binding upon Seller, and enforceable against Seller in accordance with their respective terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or by the principles governing the availability of equitable remedies.

3.4 CONDITION OF REAL AND PERSONAL PROPERTY; LEASES. All real property leased by Seller and used in the operation of the Business is listed and described in SCHEDULE 1.4 hereto. To the best of Seller knowledge, all buildings and improvements located thereon are in good, functional operating condition and repair (as differentiated from aesthetic condition), subject only to normal wear and tear (age alone is not to be considered a functional defect) and, in Seller's opinion, are

adequate to conduct the business as it is now being conducted, except for the North Miami location which has a roof leak (which Seller will repair at Seller's expense when Buyer obtains the Certificate of Use referred to in section 3.2 above). All material items of tangible personal property and assets owned or leased by Seller and used in the operation of the Business are described in SCHEDULE 1.1 hereto. All machinery and equipment, which will be listed in SCHEDULE 1.1 by Buyer within 10 days following the Closing, conforms to all applicable ordinances, regulations, and zoning or other laws. Except as described in SCHEDULE 1.1, all items listed on SCHEDULE 1.1 are in good operating condition and repair, subject only to normal wear and tear, and are adequate to conduct the Business as it is now being conducted. Seller has delivered to Buyer accurate and complete copies of all leases relating to real and personal property leased by Seller and used in the operation of the Business and, except as described in SCHEDULE 3.6, all such leases are in full force and effect, no event of default has been declared thereunder and, to the Seller's knowledge, no basis for any default exists.

3.5 FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES. Attached hereto as part of SCHEDULE 3.7 are the Seller' Financial Statements up through the period ending December 31, 1996. The Financial Statements (x) present fairly the financial position and results of operations of the Seller for the dates or periods indicated thereon, (y) have been prepared in Accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated and (z) accurately reflect the transactions, assets and liabilities of Seller as of the dates and for the periods presented. Except as set forth in the Financial Statements or on SCHEDULE 3.7 hereto, Seller has no debts, liabilities or obligations (except ongoing normal operating items such as pest control, water coolers, etc.), whether direct or indirect, accrued, absolute, contingent, matured, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with generally accepted accounting principles (except for amounts to be written off due to post period bankruptcy of Waste Magic, Inc.). Seller is not aware of any basis for the assertion of any claims or liabilities of any nature which are not fully reflected or reserved against in the Financial Statements or otherwise disclosed in SCHEDULE 3.7 hereto.

3.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since January 16, 1997, Seller have conducted their business only in the normal and ordinary course in substantially the same manner as heretofore conducted and have used all reasonable efforts consistent with normal business practices to preserve and promote such business and to avoid any act that might have a material adverse effect upon the value of such business as a going concern or upon the Assets. No event has occurred to prevent the Seller's business from operating in a normal and usual manner and in substantially the same manner as heretofore operated. Except as expressly set forth in SCHEDULE 3.8 hereto, since January 16, 1997;

(a) there has not been any damage, destruction or loss, in excess of $5,000.00, whether covered by insurance or not (other than normal worker's compensation claims), materially and adversely affecting the Seller's business or the Assets;

(b) there has not been any (i) increase (other than normal merit or cost-of-living increases in the ordinary course of business and consistent with past practices) or material change: (y) in compensation or bonuses payable to or to become payable by Seller to its officers, employees or agents, or (z) in any insurance, pension or other benefit plan, payment or arrangement made to, for or with any of such officers, employees or agents; or (ii) other material change in the employment terms of any officer, employee or agent of Seller;

(c) there has not been any sale, transfer or other disposition of any tangible or intangible asset, or real or personal property or interest therein, or any mortgage, lien or encumbrance placed thereon except in the ordinary course of business and consistent with past practice;

(d) there have not been any capital expenditures, capital additions, capital improvements or charitable contributions made, or committed to be made, involving, individually or in the aggregate, One Thousand Dollars ($1,000.00) or more, without the prior written consent of Buyer;

(e) there has not been any failure to maintain any Seller's books, accounts and records in the usual, regular and ordinary manner and in accordance with good business practices and consistent with past practice;

(f) there has not been any action taken or omitted to be taken by Seller which could cause (with or without the giving of notice or the passage of time, or both) the breach, default, acceleration, amendment, termination or waiver of or under any Material Agreement (as hereinafter defined) or the imposition of any lien, encumbrance, mortgage or other claim or charge against the Assets;

(g) Seller has not entered into, nor has any Seller or the Assets become subject to, any contracts, agreements, commitments, indentures, mortgages, notes, bonds, license, real or personal property leases or other obligations of the type required to be disclosed in SCHEDULE 3.9 hereto that are not otherwise disclosed herein;

(h) there has been no change made or authorized in the charter or bylaws of Seller;

(i) Seller has not issued, sold or otherwise disposed of any of its capital stock or granted any options, warrants or other rights to purchase or obtain any of its capital stock;

(j) Other than those amounts that Seller has withdrawn as personal remuneration, Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its capital stock, except for a $100,000.00 distribution made to shareholders which Buyer hereby acknowledges;

(k) there has not been any other event or condition of any character which, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the Assets or on the business, financial condition or operations of Seller; and

(l) there has not been any commitment to do any of the foregoing.

3.7 CONTRACTS AND COMMITMENTS. EXHIBIT A and SCHEDULE 3.9 hereto together include a true, correct and complete list of all material contracts, agreements, commitments, indentures, notes, bonds, licenses, real and personal property leases and other obligations to which Seller is a party, by which Seller or their assets or properties are bound or may be affected or which otherwise relate to the Business (the "Material Agreements"). Without limiting the generality of the foregoing, the term Material Agreement includes: (a) any lease or license with respect to any Assets, whether a Seller is tenant, landlord, licensor or licensee thereunder; (b) any agreement, contract, indenture or other instrument relating to the borrowing of money or the guarantee of any obligation or the deferred payment of the purchase price of any Assets; (c) any agreement concerning a partnership or joint venture; (d) any agreement entered into outside of the ordinary course of business; or (e) any other agreement (or group of related agreements) which could involve expenditures (in cash or in kind) by Seller in excess of $2,500.00 per year. True and complete copies of all of the Material Agreements are included as part of SCHEDULE 3.9 hereto. Each of the Material Agreements listed in EXHIBIT A and SCHEDULE 3.9 are valid, binding and enforceable in accordance with their respective terms and are in full force and effect and were entered into in the ordinary course of business on an "arms length" basis. No part of Seller's rights or benefits under any Material Agreement has been assigned, transferred, or in any way encumbered. Seller is not in breach of nor has Seller defaulted under any of the Material Agreements and no occurrence or circumstance exists which constitutes (with or without the giving of notice or the passage of time or both) a breach or default by Seller under any Material Agreement. To Seller's knowledge, the other parties to the Material Agreements are not in default thereunder and no occurrence or circumstance exists which constitutes or would constitute (with or without the giving of notice or the passage of time or both) a breach or default by the other party thereunder. Except as set forth on SCHEDULE 3.9 hereto, neither Seller nor any of the Assets are bound by or subject to any contract, agreement, commitment, indenture, mortgage, note, bond, license, real or personal property lease or other obligation which on the Closing Date cannot be terminated upon thirty (30) days' written notice by Seller or Buyer without penalty or other obligation being incurred upon such termination.

3.8 ACCOUNTS RECEIVABLE. Except as set forth in SCHEDULE 3.10 hereto, all of Seller' accounts receivable (as defined in Florida Statute 679.106 of the Uniform Commercial Code) have arisen in the ordinary course of business and, together with the allowance for doubtful accounts, have been reflected in the Seller' Financial Statements in Accordance with generally accepted accounting principles. All such accounts receivable are bona fide, valid and binding receivables representing obligations for the face dollar amount thereof and should be collected in full, except for an allowance for doubtful accounts, as set forth on Seller' Financial Statements) within ninety (90) days of their due date and are subject to

no defenses, counterclaims or set-offs of any nature whatsoever. The allowance for doubtful accounts set forth in the Seller' Financial Statements is believed to be fully adequate to cover any losses anticipated on such receivables (except a doubtful account with Waste Magic Recyclers, Inc for approximately $225,000.00).

3.9 INTELLECTUAL PROPERTY. Seller own or are licensed to use all patents, trademarks, copyrights, trade names, service marks and other trade designations, including common law rights, registrations, applications for registration, technology, know-how or processes necessary to conduct the Business ("Intellectual Property"), free and clear of and without conflict with the rights of others. Each item of Intellectual Property owned or used by Seller immediately prior to the Closing shall be owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing. Seller has taken all necessary and desirable action to maintain and protect each item of Intellectual Property that Seller owns or uses and to consummate the transfer and assignment thereof to Buyer. Seller has not interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of third parties, and Seller has not received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation. To the knowledge of Seller, no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of Seller. SCHEDULE 3.11 hereto contains a true and correct description of the following:

(a) All Intellectual Property currently owned, in whole or in part, by Seller, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which Seller is a party; and

(b) All agreements relating to Intellectual Property that Seller is licensed or authorized to use from others or which Seller licenses or authorizes others to use.

3.10 TAXES. All federal, state, local and foreign tax returns (including information returns) and reports of Seller required by any applicable law, rule, regulation or procedure of any federal, state, local or foreign agency, authority or body to be filed have been duly filed by such Seller. Seller has either (i) paid all federal, state, county, local, foreign and other taxes (hereinafter "Taxes" or individually a "Tax") required to be paid by them through the Closing Date and all deficiencies or other additions to Tax, including interest or penalties owed in connection with any such Taxes or (ii) included adequate provision for all such Taxes and deficiencies or other additions to Tax applicable to Seller in the Seller' Financial Statements. All Taxes and other assessments and levies required to be collected or withheld by Seller with respect to the operation of their business from customers with respect to sales of products or from employees for income taxes, social security taxes and unemployment insurance taxes have been collected or withheld, and either paid to the respective governmental agencies, or set aside in an account owned by Seller and established for that purpose.

Seller is not a party to any pending action or proceeding regarding assessment or collection of Taxes by any governmental authority. To Seller's knowledge, no action or proceeding regarding assessment or collection of Taxes is threatened against Seller. There are no facts or state of facts existing that (with or without the giving of notice) or the passage of time or both) could form the basis for any such action or proceeding. Seller has not executed or filed any agreement with the Internal Revenue Service or any other taxing authority extending the period for the assessment or collection of any Taxes.

3.11 LITIGATION. There is no suit, proceeding, action, claim or investigation, at law or in equity, pending or, to Seller's knowledge, threatened against or affecting in any way the assets, properties or property interests of Seller, except for the title and environmental problems at Seller's 730 N. Andrews location which Buyer hereby acknowledges) . There are no facts or state of facts existing that (with or without the giving or notice or the passage of time or both) could form the basis for any such suit, proceeding, action, claim or investigation. Neither Seller nor any of their assets, property or property interests is subject to any judgement, order, writ, injunction or decree of any court or any federal, state, municipal, foreign or other governmental authority, department, commission, board, bureau, agency or other instrumentality except as garnishments against certain employees of Seller.

3.12 EMPLOYEE BENEFIT PLANS; ERISA. Seller does not have any defined benefit pension plans, defined benefit plans, 401-k plan, simplified employer plan, or any other pension or thrift plan for its employees except as described on SCHEDULE 3.12 hereto.

3.13 CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution nor delivery by Seller of this Agreement, or any agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, nor the consummation by Seller of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the provisions hereof or thereof, will (a) conflict with or result in a breach of any provision of Seller's Articles of Incorporation or Bylaws, (b) result in the breach of, or conflict with, any of the terms and conditions of, or constitute a default (with or without the giving of notice or the passage of time or both) with respect to, or result in the cancellation or termination of, or the acceleration of the performance of any obligations or of any indebtedness under, any Material Agreement, (c) result in the creation of a lien, security interest, charge or encumbrance upon any of the Assets, or (d) violate any law or any rule or regulation of any administrative agency or governmental body, or any order, writ, injunction or decree of any court, administrative agency or governmental body to which any Seller or its properties or assets may be subject. No approval, authorization, consent or other action of, or filing with, or notice to any court, administrative agency or other governmental authority or any other person or entity is required for the execution and delivery by any Seller of this Agreement or any agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby.

3.14 LICENSES, PERMITS AND AUTHORIZATIONS. Seller has all permits, licenses, certificates of occupancy (other than the N. Miami Certificate of Use), approvals or other authorizations from and registrations with federal, state, municipal and foreign governmental agencies and private associations necessary to operate their business (collectively the "Permits") and all such Permits are in full force and effect and no suspension or cancellation of any such Permit is threatened. All such Permits shall continue in full force and effect on behalf of Buyer following consummation of the transactions contemplated by this Agreement. A list of the Permits is included in SCHEDULE 3.13 hereto.

3.15 GUARANTEES. Neither the Business nor any of the purchased Assets is or will be at the Closing, directly or indirectly, (i) liable, by guarantee or otherwise, upon or with respect to, (ii) obligated, by discount or repurchase agreement or in any other way, to provide funds in respect of, or (iii) obligated to guarantee or assume, any debt, dividend or other obligation of any person, corporation, association, partnership or other entity.

3.16 CORPORATE AND PERSONNEL DATA; LABOR RELATIONS. Seller is in compliance with all federal, state, local and foreign laws, rules and regulations affecting employment and employment practices of Seller, including those relating to terms and conditions of employment and wages. There are no complaints pending, or to Seller's knowledge threatened (except for a single, isolated, sexual harassment problem brought to the attention of Seller and hereby acknowledged by Buyer), against Seller in connection with any employment related matters. Seller is not a party to any collective bargaining agreement. SCHEDULE 3.16 includes a monthly report which reflects Seller' current payroll; this report accurately reflects Seller' entire current monthly payroll obligations to their employees. SCHEDULE 3.16 also includes a list of the names and compensation levels of any consultants, independent contractors or temporary employees regularly utilized by Seller.

3.17 COMPLIANCE WITH LAWS/ENVIRONMENTAL MATTERS.

(a) Seller has at all times conducted their business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller's knowledge, no such notice, advice, claim or complaint of any type is threatened. Seller have at all times complied and presently comply with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards.

(b) Without limiting the generality of the foregoing, (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and

the present use thereof comply in all respects with applicable fire codes, building codes (except for the North Miami office), health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation their leased and owned real property) are in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without limitation those relating to Hazardous Materials (as hereinafter defined); (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution, except for the N. Andrews and Sarasota locations which Buyer hereby acknowledges; (iv) no notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (x) any alleged violation by Seller of any Environmental Law, (y) any alleged failure by Seller to have any environmental permit required in connection with the operation of their business or (z) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material means any hazardous or toxic substance, material or waste or pollutants, contaminants or asbestos containing material which is regulated by any authority in any jurisdiction in which Seller does business.)

3.19 ASSISTANCE. Rick Hermanns, Steve Willocks and Walter Escarzaga shall make themselves available to Buyer, for up to twenty (20) hours per week, for four (4) weeks from the date of Closing, at a rate of compensation of $500 per week to assist in the transition of ownership. Such assistance will be at the request of OutSource. For another sixty (60) days, following the expiration of the 4 weeks assistance, Hermanns, Willocks and Escarzaga shall be available without compensation and will not unreasonably withhold normal requests for their assistance as may be requested by OutSource from time to time..

3.20 ACCURACY OF INFORMATION FURNISHED. No statement contained in this Agreement or any EXHIBIT or Schedule attached hereto, and no statement contained in any certificate or other instrument or document furnished by or on behalf of Seller pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is necessary to make the statements contained herein or therein not misleading.

4. REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement for Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer represents and warrants to Seller as follows:

4.1 ORGANIZATION. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Illinois. Buyer has all requisite corporate power and authority to own and operate its properties, to carry on its business as now being conducted and to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

4.2 AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Buyer of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action of Buyer. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in connection with the transactions contemplated hereby will be) valid and binding upon Buyer, and enforceable against Buyer in Accordance with their respective terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or the principles governing the availability of equity remedies.

4.3 NO PROHIBITION. No Agreement or Contract has been entered by Buyer which would prohibit Buyer from entering or performing this Agreement.

4.4 PERMISSION. No permission of any person, individual, group, committee, body or entity outside the Board of Directors of the Buyer is or will be required in order for Buyer to lawfully enter or perform this Agreement or any Agreement referenced herein, however this transaction was previously approved by Bank of Boston, Triumph Capital Group and Bachow and Associates.

4.5 ENCUMBRANCES. No encumbrances, judgements, liens or tax liens exist against the purchased property of the Buyer except those set forth in EXHIBIT N.

4.6 TAXES. All taxes levied against Buyer have been paid in full and Buyer has received no notice of assessment, jeopardy assessment, notice of deficiency, notice of seizure or other similar document by which Seller is notified that any taxing entity has alleged any tax is overdue or any penalty is due to such taxing authority.

4.7 BANKRUPTCY. Buyer has not filed nor had filed against it any bankruptcy petition, receivership, composition of creditors or other legal proceeding based on the insolvency of the Buyer or on the failure of Buyer to pay any creditor or group of creditors, nor has Buyer been notified that any such proceeding is contemplated.

5. INDEMNIFICATION AND SET OFF.

5.1 INDEMNIFICATION OBLIGATION OF SELLER. Seller hereby agrees to defend, indemnify and hold harmless Buyer from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Buyer (a "Loss"):

(a) as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Seller in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby; or

(b) any material misrepresentation or inaccuracy in, or omission from the Disclosure Schedule or from any certificate, schedule, statement, document or instrument furnished by Seller to Buyer in connection with the transactions contemplated by this Agreement.

5.2 INDEMNIFICATION OBLIGATION OF BUYER. Buyer hereby agrees to defend, indemnify and hold harmless Seller from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Seller (a "Loss"):

(a) as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby; or

(b) as a result of, arising from or in connection with any unpaid amounts due vendors relative to the Assumed Obligations prior to the date of Closing.

5.3 INDEMNITY PROCEDURE. A party hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the "Indemnifying Party" and the other party claiming indemnity is referred to as the "Indemnified Party." The Indemnified Party under this Agreement shall give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim of indemnity under this Agreement; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall be entitled to assume defense thereof (at its expense). The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. If in the Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of a claim, or, if the Indemnifying Party, after written notice from the Indemnified Party, fails to take timely action to defend a claim, the Indemnified Party may assume defense of such claim or action with counsel of its choosing at the Indemnifying Party's cost.

5.4 PAYMENT. The Indemnifying Party shall pay to the Indemnified Party any amounts owed to the Indemnified Party pursuant to this Section 5 within twenty
(20) days after written request from the Indemnified Party to the Indemnifying Party to make such payment accompanied by appropriate substantiating documentation. In determining the amount owed hereunder, the

parties shall make appropriate adjustments for tax benefits and insurance proceeds. Upon the payment in full of any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any person, firm or entity with respect to the subject matter of the claim or litigation.

6. CONDITIONS PRECEDENT TO SELLER' OBLIGATION TO CLOSE. Seller' obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Seller):

6.1 PERFORMANCE OF OBLIGATIONS. Buyer shall have performed all of its obligations and complied with all of its covenants required to be performed or to be complied with by it under this Agreement on or prior to the Closing Date.

6.2 REPRESENTATIONS AND WARRANTIES. Each representation and warranty of Buyer contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made at and as of such time.

6.3 DELIVERIES. Buyer shall have delivered or caused delivery of the items set forth in Section 2.3 of this Agreement.

7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Buyer):

7.1 PERFORMANCE OF OBLIGATIONS. Seller shall have performed all of the obligations and complied with all of the covenants required to be performed or to be complied with by them under this Agreement on or prior to the Closing Date.

7.2 APPROVALS. Seller shall have delivered to Buyer any and all approvals, consents or assignments necessary for the consummation of the transactions contemplated hereby, including, without limitation, any consents required (i) by any governmental or administrative body, (ii) under any Material Agreement.

7.3 ACCESS. Buyer shall have had full and complete access during normal business hours to the properties, assets, books, agreements, files and records of Seller for the purpose of verifying the information set forth herein. Buyer's due diligence investigation shall not relieve Seller from any liability in connection with its representations and warranties set forth in this Agreement.

7.4 FINANCIAL STATEMENTS. Buyer shall have received a copy of the Financial Statements. Buyer also shall have received a report of Seller' independent auditors (if any), in form and substance satisfactory to Buyer, regarding certain matters contained in the Financial Statements.

7.5 PROPERTY. All of Seller' real and personal property shall be in good, functional operating condition and repair (as differentiated from aesthetic condition), subject only to normal wear and tear (age alone is not to be considered a functional defect) and, in Seller's opinion, are adequate to conduct the business as it is now being conducted, except for the North Miami location which has a roof leak (which Seller will repair at Seller's expense when Buyer obtains the Certificate of Use referred to in section 3.2 above). Notwithstanding the foregoing, Buyer acknowledges that Buyer is assuming Assumed Leases and acquiring the Assets in SCHEDULE 1.1 in an "as is" condition.

7.6 APPROVAL. The board of directors of Seller shall have approved Seller entering into this Agreement and the consummation of the transactions contemplated hereby. The board of directors of Buyer shall have approved Buyer's entering into this Agreement and consummation of the transactions contemplated hereby.

7.7 LITIGATION. There shall not have been instituted, pending or threatened against Seller, any suit, action or other proceeding by any private party or governmental agency, commission, bureau or body seeking to restrain or prohibit any of the transactions contemplated by this Agreement. 7.8 Noncompetition Agreements. Buyer and all of Seller's shareholders shall have entered into a Noncompetition Agreement prohibiting such shareholders from competing, for a period of five (5) years from the closing, within a twenty-five (25) mile radius of any location that Buyer is purchasing from Seller.

7.9 DISCLOSURE SCHEDULE. Seller shall have furnished to Buyer and its representatives true, correct and complete copies of all documents, agreements and instruments listed in the Disclosure schedule.

7.10 DELIVERIES. Seller and shall have delivered or caused delivery of the items set forth in Section 2.2 hereof.

7.11 REPRESENTATIONS AND WARRANTIES. Each representation and warranty of Seller contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made anew at and as of such time.

7.12 OPINION OF SELLER' COUNSEL. Buyer shall have received an opinion from counsel of Seller dated as of the Closing Date and in substantially the form attached as EXHIBIT L hereto.

8. POST-CLOSING COVENANTS.

8.1 FURTHER ASSURANCES. Seller covenants and agrees with Buyer, its successors and assigns, that they will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all such further acts, instruments, papers and documents as may be necessary to carry out and effectuate the intent and purposes of this Agreement.

9. MISCELLANEOUS.

9.1 ENTIRE AGREEMENT. This Agreement and the Exhibits and Schedules to this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, understandings, agreements, arrangements and understandings, both oral and written, between the parties hereto with respect to such subject matter. The Exhibits and Schedules to this Agreement are incorporated into and constitute part of this Agreement.

9.2 AMENDMENT. This Agreement may not be amended or modified in any respect, except by the mutual written agreement of the parties hereto.

9.3 NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm, corporation, partnership, association or other entity, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

9.4 SURVIVABILITY. Notwithstanding any investigation made by or on behalf of any party to this Agreement, the representations and warranties made under and in connection with this Agreement shall be true and correct on and as of the Closing Date with the same effect as if made on and as of such date and, for a period of 365 days, shall survive the Closing and consummation of all the transactions contemplated hereby.

9.5 WAIVERS AND REMEDIES. The waiver by any of the parties hereto of any other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

9.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted.

9.7 DESCRIPTIVE HEADINGS/RECITALS. Descriptive headings contained herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. The recitals are incorporated into and made a part of this Agreement.

9.8 COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed in counterparts by the separate parties hereto, all of which shall be deemed to be one and the same instrument. Facsimile signatures shall have the same effect as original signatures.

9.9 NOTICES. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed to have been duly given: when delivered by hand; when delivered by facsimile (if written confirmation of receipt of the facsimile is obtained from the party to be charged with notice); five (5) days after being deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid; or on the second business day after being sent (PREPAID for next day delivery), via Federal Express, Purolator Courier, DHL or other nationally recognized delivery service, as follows:

If to Seller            Superior Temporaries, Inc.
                        9000 W. Sample Road
                        Suite 404
                        Coral Springs, FL 33065
                        954-344-8355

With a copy to:         Oscar Soto
                        Fleming, O'Brian, Fleming
                        500 East Broward Blvd. - 17th Floor
                        Ft. Lauderdale, FL 33394

If to Buyer:            OutSource International of America, Inc.
                        Attention: CEO
                        1144 East Newport Center Drive
                        Deerfield Beach, Florida 33442
                        954-418-6200

With a copy to:         Steven Sonberg, Esq.
                        Holland & Knight
                        One East Broward Boulevard
                        Fort Lauderdale, FL  33301
                        Phone:  305 468-7819
                        Fax:  305 463-2030

or to such other address as any party hereto may from time to time designate in writing delivered in a like manner.

9.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the parties hereto shall assign any of its rights or obligations hereunder without the express written consent of the other party hereto.

9.11 APPLICABLE LAW. This Agreement shall be governed by, and shall be construed, interpreted and enforced in Accordance with, the laws of the State of Florida.

9.12 BROKERS AND AGENTS. Neither Seller nor Buyer has retained any broker with respect to the transaction contemplated pursuant to this Agreement. Accordingly, each party agrees to indemnify the other with respect to any claims made by any third party claiming a brokerage fee or commission arising out of the transaction contemplated by this Agreement from said party.

9.13 EXPENSES. Each of the parties hereto agrees to pay all of the respective expenses incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including accountants' and attorneys' fees.

9.14 CONFIDENTIALITY. No party hereto shall divulge the existence of the terms of this Agreement, the transactions contemplated hereby or any information about another party that such party may have acquired in connection with the transaction, without the prior written approval of all of the parties hereto, except and as to the extent (i) obligated by law or, (ii) necessary for such party to defend or prosecute any litigation in connection with the transactions contemplated hereby. The parties hereto acknowledge that any breach of the foregoing will give rise to irreparable injury that is not compensable in damages and agree that any party may seek and obtain equitable relief in the form of specific enforcement, temporary restraining order, temporary or permanent injunction, or any other equitable remedy that may then be available to such party against the breach or threatened breach of such covenants, in addition to any other legal remedies which may be available.

9.15 CERTAIN INTERPRETATIONS. Words such as "herein," "hereof," "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular Section or subsection of this Agreement. The word "material" as used in this Agreement shall mean a deviation of more than five (5%) percent.

9.16 CONSENT TO JURISDICTION. The parties to this Agreement agree that any claim, suit, action or proceeding, brought by either party, arising out of or relating to this Agreement or the transactions contemplated hereby shall be submitted for adjudication exclusively in any Florida state or federal court sitting in Broward County, Florida, and each of the parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication.

Each party (i) waives any objection which it may have that such court is not a convenient forum for any such adjudication, (ii) agrees and consents to the personal jurisdiction of such court with respect to any claim or dispute arising out of or relating to this Agreement or the transactions contemplated hereby and
(iii) agrees that process issued out of such court or in Accordance with the rules of practice of such court shall be properly served if served personally or served by certified mail or other form of substituted service, as provided under the rules of practice of such court. In the event of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby the prevailing party thereunder shall be entitled to recover reasonable attorneys' and paralegal's fees (for negotiations, trials, appeals and collection efforts) and court costs incurred in connection therewith in addition to any other relief to which such party may be entitled.

9.17 EQUITABLE RELIEF. The parties hereto acknowledge and agree that any party's remedy at law for any breach or threatened breach of this Agreement which relates to requiring that the breaching party take any action or refrain from taking any action, would be inadequate and such breach or threatened breach shall be per se deemed as causing irreparable harm to such party. Therefore, in the event of such breach or threatened breach, the parties hereto agree that in addition to any available remedy at law, including but not limited to monetary damages, an aggrieved party shall be entitled to obtain equitable relief in the form of specific enforcement, temporary restraining order, temporary permanent injunction, or any other equitable remedy that may then be available to the aggrieved party.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

BUYER:

Witness:

OutSource International of America, Inc.

/s/ ILLEGIBLE
--------------------------
                                    By: /s/ PAUL M. BURRELL
/s/ PHYLLIS J. HART                    ---------------------------
--------------------------             Paul M. Burrell
                                       President

SELLER:

Witness:

Superior Temporaries, Inc.

/s/ SCOTT J. REIT
--------------------------
                                    By: /s/ RICHARD HERMANNS
                                        --------------------------
/s/ OSCAR E. SOTO                       Richard Hermanns
--------------------------              President
Oscar E. Soto

Exhibit A                    List of Assumed Obligations

Exhibit B                    Allocation of Purchase Price

Exhibit C                    Intentionally left blank

Exhibit D                    Bill of Sale

Exhibit E                    Assignment and Assumption Agreement

Exhibit F                    Calculation of Purchase Price

Exhibit G                    Release by Seller

Exhibit H                    Noncompetition Agreement

Exhibit I                    Release by Buyers

Exhibit J                    Lease Assignment and Assumption Agreement

Exhibit K                    Assignment of Applications

Exhibit L                    Opinion of Counsel

Exhibit M                    Termination of Franchise Agreement

Exhibit N                    Encumbrances, Judgements and Liens of Buyer

                             LIST OF SCHEDULES


Schedule 1                   Locations

Schedule 1.1                 Assets

Schedule 1.4                 Assumed Leases

Schedule 3.1                 Title to Assets

Schedule 3.2                 Corporate Status of STI

Schedule 3.3                 Permitted Liens

Schedule 3.6                 Condition of  Personal Property

Schedule 3.7                 Financial Statements; Undisclosed Liabilities

Schedule 3.8                 Absence of Certain Changes or Events

Schedule 3.9                 Contracts and Commitments

Schedule 3.10                Accounts Receivable

Schedule 3.11                Intellectual Property

Schedule 3.12                Employee Benefit Plans; ERISA

Schedule 3.13                Licenses, Permits and Authorizations

Schedule 3.15                Insurance

Schedule 3.16                Corporate and Personnel Data; Labor Relations

EXHIBIT 10.10

ASSET PURCHASE AGREEMENT

DATED MARCH 31, 1997

BY AND AMONG

OUTSOURCE INTERNATIONAL OF AMERICA, INC.

AS BUYER

AND

STAND-BY, INC

AND

CARLENE WALKER

AS SELLER

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made and entered into as of the 31st day of March, 1997 ("Agreement"), by and among OutSource International of America, Inc., a Florida corporation ("Buyer" or "OutSource"), and Stand-By, Inc., a Colorado Corporation, doing business as Stand-By Personnel ("SBPI"), and Carlene Walker ("Walker") (sometimes collectively referred to as "Seller").

RECITALS:

WHEREAS, the Seller operates a temporary help business from one (1) seasonal and six (6) year-round locations in and around Denver, Colorado (the "Business").

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, on the terms and conditions set forth herein, substantially all of the assets of the Seller, which together constitute substantially all of the assets that are used in connection with, necessary for, or beneficial to, the operation of the Business;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. SALE OF ASSETS; ASSUMPTION OF LIABILITIES.

1.1 SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer will purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller has an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller's right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets):

(a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements, security deposits, (excluding all Liberty Mutual escrow account held for workers' compensation insurance) and other tangible property owned by Seller or used by Seller in connection with the Business, including the tangible assets listed on SCHEDULE 1.1.

(b) All of Seller' right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or SCHEDULE 3.7 hereto;

(c) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business;

(d) The Business as a going concern and its customer lists, vendor lists, choses in action, rights of recovery, rights of recoupment, lists of temporary employees, together with all books, computer software, files, papers, records and other data of Seller relating to their respective assets, properties, business and operations. Buyer shall permit Seller access, on reasonable notice, to inspect, copy or duplicate such records and Buyer shall keep such records intact for a period of seven (7) years following Closing. At the end of the seven (7) year period Buyer shall not destroy such records without Sellers consent;

(e) A non-exclusive right in and to Seller's trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith for a period of twelve (12) months from the date of Closing; and

(f) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary and permanent staff (the "Applications").

1.2 ASSETS RETAINED BY SELLER. There shall be excluded from the Assets and retained by Seller all of the following (collectively, the "Excluded Assets"):

(a) the corporate charters, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a corporation;

(b) any of the rights of Seller under this Agreement (or under any agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement);

(c) all cash, trade accounts receivable, marketable securities, intercompany accounts receivable, Liberty Mutual escrow account, Lincoln Town Car (and the lease thereon) and life insurance policies of the Business and all personal assets of Walker; and

(d) All of Seller' right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business.

1.3 ASSUMPTION OF LIABILITIES. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same become due only those liabilities and obligations of Seller

specifically listed on EXHIBIT A hereto (the "Assumed Obligations") and, subject to Section 1.4 of this Agreement, the Assumed Leases (as hereafter defined). Buyer shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on EXHIBIT A hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume or be responsible for any of the following: any amounts due to any of Seller' creditors listed on EXHIBIT A hereto in excess of the amounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on EXHIBIT A hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby, except that Buyer shall be responsible for paying the sales and use tax that will arise from this transaction.

Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated.

1.4 LEASES. Notwithstanding any other provision of this Agreement, Buyer's assumption of any liabilities or obligations of any Seller with respect to any lease or leasehold interest (the "Assumed Leases") shall be subject to the terms of the Lease Assignment and Assumption Agreements to be delivered pursuant to Sections 2.2(g) and 2.3(b) of the Agreement.

1.5 PAYMENT FOR ASSETS. Buyer shall purchase the Assets for an aggregate purchase price (the "Purchase Price") of Five Million Five Hundred Thousand Dollars ($5,500,000.00), which shall be allocated as mutually agreed to by the parties, and set forth on EXHIBIT B hereto.

1.6 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated among the Assets as set forth on EXHIBIT B hereto (the "Allocation"). The Allocation shall be made in accordance with Section 1060 of the Internal Revenue Code and applicable Treasury regulations. The Buyer and Seller shall (i) be bound by the Allocation for purposes of determining any Taxes (as hereafter defined), (ii) prepare and file tax returns on a basis consistent with the Allocation and (iii) take no position inconsistent with the Allocation in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of the receipt of such notice.

1.7 PAYMENT OF PURCHASE PRICE. Buyer shall pay the Purchase Price as follows:

(a) Buyer shall pay Five Million Dollars ($5,000,000.00), in accordance with the allocation in Exhibit B, to SBPI, or Carlene A. Walker, by bank wire (the "Cash Payment") on the Closing Date; and

(b) At Closing, deliver to SBPI a subordinated note ("Subordinated Note") substantially in the form attached as EXHIBIT C hereto.

(i) The note shall be for Five Hundred Thousand Dollars ($500,000.00) and it shall bear no interest. It shall be due in two (2) equal annual installments. The first installment shall be due thirteen and one-half (13 1/2) months from the date of Closing and second installment shall be due twenty-five and one-half (25 1/2) months from the date of Closing. Both installments shall be subject to adjustment per Section 1.7(b)(ii) below.

(ii) The amount of each principal installment, and the balance due under the note referred to in 1.7(b)(i) above will be:

(t) decreased by fifteen-cents ($.15) for each dollar that OutSource's gross margin from the Denver, CO operations is less than Four Million Seven Hundred-Fifty Thousand Dollars ($4,750,000.00) in 1997 and Five Million Five Hundred Thousand Dollars ($5,500,000.00) in 1998;

(u) the maximum amount of any such decrease will not exceed Two Hundred and Fifty Thousand Dollars ($250,000.00) in any given year;

(v) increased by fifteen-cents ($.15) for each dollar that OutSource's gross margin from the Denver, CO operations is more than Four Million Seven Hundred-Fifty Thousand Dollars ($4,750,000.00) in 1997 and Five Million Five Hundred Thousand Dollars ($5,500,000.00) in 1998;

(w) the maximum amount of any such increase will not exceed Thirty Thousand Dollars ($30,000.00) for the year 1997 and Fifteen Thousand Dollars ($15,000.00) for the year 1998;

(x) gross margin shall be defined as net revenues less direct temporary help payroll, all employer paid payroll taxes on said temporary help payroll, workers' compensation insurance coverage on said temporary help payroll, safety equipment (not to exceed the percent that safety equipment is to temporary help payroll as experienced on SBPI's financial statements for the 12 months ended 9/30/96) and transportation costs of picking up and delivering temporary help to job sites (not to exceed the percent that transportation cost is to temporary help payroll as experienced on SBPI's financial statements for the 12 months ended 9/30/96); net

revenues is defined as: gross sales, less returns and allowances and bad debts (bad debts not to exceed the bad debt as reflected on SBPI's 9/30/96 financial statements).

(y) Buyer shall allow Seller full access to its work papers in connection with the adjustments made to the Subordinated Note. In the event the parties are in dispute concerning the adjustments that are made to the Subordinated Note, and cannot resolve such dispute among themselves, then either party can engage the accounting firm of Arthur Anderson & Co. to review the adjustments and the parties agree to abide by the decision of Arthur Anderson; in the event Arthur Anderson is the accounting firm for either party then another "Big 6" accounting firm shall be mutually agreed upon by the parties. If Arthur Anderson finds for the party who requested Arthur Anderson's services, and such adjustment that Arthur Anderson finds is more than three percent (3%) of the original proposed adjustment, then the other party shall pay such auditing expenses.

(z) the gross margin targets for 1997 and 1998 shall include all of OutSource's Denver operations with the exception of any acquisitons OutSource might make in the future.

(c) ENCUMBRANCES. The Assets shall be sold and conveyed to Buyer free and clear of all mortgages, security interests, charges, encumbrances, liens, assessments, covenants, claims, title defects, pledges, encroachments and burdens of every kind or nature whatsoever, except for the matters set forth in SCHEDULE 3.1 hereto (the "Permitted Liens").

1.8 PRORATION. All ad valorem and property taxes, and any similar assessment based upon or measured by Seller's ownership interest in the Assets, shall be prorated between Seller and Buyer as of the Closing Date based upon such taxes assessed against the Assets for the tax period in question, or if there is insufficient information for such tax period, based upon taxes assessed for the immediately preceding tax period. All such taxes shall be prorated on the basis of a 365-day year. Seller shall be charged for all such taxes and assessments based upon or measured by Seller's ownership prior to the Closing Date and Buyer shall be charged for all such taxes and assessments based upon or measured by Buyer's ownership on or after the Closing Date. All such prorations and payments shall be made within ten (10) business days of the Closing and shall be final and binding on the parties.

2. CLOSING DATE.

2.1 TIME AND PLACE OF CLOSING. The closing of the sale and purchase of the Assets (the "Closing") will take place at the offices of Minor & Brown, P.C., 650 South Cherry Street, Suite

1100, Denver, CO 80222 at 10:00 a.m., Mountain Standard Time, on March 31, 1997 or at such other time and place as the parties may establish (the date of the Closing being hereinafter referred to as the "Closing Date"). The transactions contemplated hereby shall be deemed to be effective as of 12:01 a.m., Mountain Standard Time, on the Closing Date. If any extension of time is needed to close it shall only be by mutual agreement of both parties.

2.2 DELIVERIES BY SELLER. At or prior to the Closing, Seller shall execute and deliver or cause to be executed and delivered to Buyer the following:

(a) A Bill of Sale and Assignment and Assumption Agreement, in substantially the form attached as EXHIBIT D hereto;

(b) Non-competition Agreement in substantially the form attached as EXHIBIT G hereto executed by Walker pursuant to which she shall agree not to compete within the counties of Adams, Arapahoe, Denver, Douglas and Jefferson, all in the state of Colorado, for a period of five years;

(c) An Assignment of Applications, in substantially the form attached as EXHIBIT I hereto;

(d) A Certificate executed as of the Closing Date by a duly authorized officer of SBPI certifying: (i) the resolutions of the Board of Directors and Shareholders of SBPI approving the transactions contemplated hereby, and (ii) as to the accuracy of SBPI's representations and warranties and as to the performance and compliance of all of the terms, provisions and conditions to be performed or complied with by SBPI at or before Closing;

(e) The documents required pursuant to Sections 7.2 (Approvals), 7.4(Financial Statements), 7.9 (Non-competition Agreements), 7.10 (Disclosure Schedule), 7.11 (Option to Purchase) 7.14 (Opinion of Seller's Counsel) and 7.15 (Right to Use Name) of this Agreement;

(f) An Assignment and Assumption of lease(s) substantially in the form attached as EXHIBIT H hereto;

(g) An Assignment, substantially in the form attached as EXHIBIT K granting OutSource the nonexclusive right to use the "Stand-by Personnel" name and logo, for One Dollar ($1.00) consideration, for a period of twelve (12) months from the date of Closing;

(h) An option to purchase, substantially in the form attached as EXHIBIT L, granting OutSource an option to purchase Printers Personnel, Inc.

(i) Such other instruments of sale, transfer, conveyance and assignment as Buyer and its counsel may reasonably request.

2.3 DELIVERIES BY BUYER. At or prior to Closing, Buyer shall execute and deliver or cause to be executed and delivered to Seller the following:

(a) The Subordinated Note in the form attached as EXHIBIT C hereto.

(b) An Assignment and Assumption Agreement, in substantially the form attached as EXHIBIT E hereto;

(c) A Certificate executed as of the Closing Date by a duly authorized officer of Buyer certifying: (i) the resolutions of the Board of Directors of Buyer approving the transactions contemplated hereby, and (ii) as to the accuracy of Buyer's representations and warranties and as to the performance and compliance of all of the terms, provisions and conditions to be performed or complied with by Buyer at or before Closing; and

(d) A non-competition agreement, in substantially the form attached as Exhibit M, executed by OutSource, pursuant to which OutSource shall agree not to compete within the counties of Adams, Arapahoe, Denver, Douglas and Jefferson all in the state of Colorado for a period of fifteen (15) months following Closing in the printing and graphics arts industries.

(e) Triple net leases, executed as of the Closing Date, for the facilities listed on SCHEDULE 1.4, for a period of five (5) years at a base rental rate of seven dollars ($7.00) per square foot. At the Closing OutSource will advise Seller if it does not desire to retain any particular location listed on SCHEDULE 1.4. In the event OutSource decides not to retain any particular location, it will continue to lease said location from Walker (or assigns) until such time as Walker (or assigns) can either sub-lease, at substantially the same terms, or sell the location.

(f) Such other instruments of assumption as Seller and their counsel may reasonably request.

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, jointly and severally, as a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, makes the following representations and warranties to Buyer. Exceptions to such representations and warranties are set forth in the disclosure schedule accompanying this Agreement (the "Disclosure Schedule"). The Disclosure Schedule shall be effective to modify only those representations and warranties to which the Disclosure Schedule makes explicit reference. The phrase "to any Seller's knowledge" or similar language used in this Section 3 shall, in each case, mean the best knowledge of any Seller.

3.1 TITLE TO ASSETS. Except as described in SCHEDULE 3.1 hereto, Seller has good, marketable and unencumbered title to the Assets (or, with respect to any real or personal property

leases included in the Assets, a valid leasehold interest therein), free and clear of all mortgages, security interests, liens, claims, encumbrances, title defects, pledges, charges, assessments, covenants, encroachments and burdens of any kind or nature whatsoever, and have full right and authority to transfer and deliver all the Assets. Except as described in SCHEDULE 3.1 hereto, upon consummation of the transactions contemplated hereby, Seller will have transferred to Buyer good, marketable and unencumbered title to the Assets (or with respect to any real or personal property leases included in the Assets, a valid leasehold interest therein), free and clear of all mortgages, security interests, liens, claims, encumbrances, title defects, pledges, charges, assessments, covenants, encroachments and burdens of any kind or nature whatsoever. The Assets constitute all of the assets that are used in connection with, necessary for, or beneficial to the operation of the Business.

3.2 CORPORATE STATUS OF SBPI. Standby, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. It has all requisite corporate power and authority to own, operate and lease its properties and assets, to conduct its business as it is now being conducted, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. An accurate and complete copy of the Articles of Incorporation and Bylaws, as presently in effect, are included as an attachment to SCHEDULE 3.2 hereto.

3.3 AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Seller of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action of Seller. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in connection with the transactions contemplated hereby will be) valid and binding upon Seller, and enforceable against Seller in accordance with their respective terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or by the principles governing the availability of equitable remedies.

3.4 CONDITION OF REAL AND PERSONAL PROPERTY; LEASES. All real property leased by Seller and used in the operation of the Business is listed and described in SCHEDULE 1.4 hereto. To the best of Seller knowledge, all buildings and improvements located thereon are in good condition and repair, subject only to normal wear and tear. To the best of Seller's knowledge, as of September 30, 1996, all material items of tangible personal property and assets owned or leased by Seller and used in the operation of the Business are described in SCHEDULE 1.1 hereto. To the best of Seller's knowledge, all machinery and equipment listed in SCHEDULE 1.1 conforms to all applicable ordinances, regulations, and zoning or other laws. Except as described in SCHEDULE 3.4, to the best of Seller's knowledge, all items listed on SCHEDULE 1.1 are in good operating condition and repair, subject only to normal wear and tear. Seller has delivered to Buyer accurate and complete copies of all leases relating to real and personal property leased by Seller and used in the

operation of the Business and, except as described in SCHEDULE 1.4, all such leases are in full force and effect, no event of default has been declared thereunder and, to the Seller's knowledge, no basis for any default exists.

3.5 FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES. Attached hereto as part of SCHEDULE 3.5 are the Seller's profit & loss statement and balance sheet ("Financial Statements") up through the period ending September 30, 1996, which have been reviewed but not audited; and attached are the financial statements for the period ending December 31, 1996 which have not been reviewed or audited. The Financial Statements for the period ending September 30, 1996 (y) present fairly the financial position and results of operations of the Seller for the dates or periods indicated thereon, (z) accurately reflect the transactions, assets and liabilities of Seller as of the dates and for the periods presented. Except as set forth in the Financial Statements or on SCHEDULE 3.5 hereto, Seller has no debts, liabilities or obligations, whether direct or indirect, accrued, absolute, contingent, matured or known and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with generally accepted accounting principles. To the best of Seller's knowledge, Seller is not aware of any basis for the assertion of any claims or liabilities of any nature which are not fully reflected or reserved against in the Financial Statements or otherwise disclosed in SCHEDULE 3.5 hereto.

3.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since March 10, 1997, Seller has conducted its business only in the normal and ordinary course in substantially the same manner as heretofore conducted and has used all reasonable efforts consistent with normal business practices to preserve and promote such business and to avoid any act that might have a material adverse effect upon the value of such business as a going concern or upon the Assets. To the best of Seller's knowledge, no event has occurred to prevent the Seller's business from operating in a normal and usual manner and in substantially the same manner as heretofore operated. Except as expressly set forth in SCHEDULE 3.6 hereto, since March 10, 1997:

(a) there has not been any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the Seller's business or the Assets;

(b) there has not been any (i) increase (other than normal merit or cost-of-living increases in the ordinary course of business and consistent with past practices) or material change: (y) in compensation or bonuses payable to or to become payable by Seller to its officers, employees or agents, or (z) in any insurance, pension or other benefit plan, payment or arrangement made to, for or with any of such officers, employees or agents; or (ii) other material change in the employment terms of any officer, employee or agent of Seller;

(c) there has not been any sale, transfer or other disposition of any tangible or intangible asset, or real or personal property or interest therein, or any mortgage, lien or encumbrance placed thereon except in the ordinary course of business and consistent with past practice;

(d) there have not been any capital expenditures, capital additions, capital improvements or charitable contributions made, or committed to be made, involving, individually or in the aggregate, One Thousand Dollars ($1,000.00) or more, without the prior written consent of Buyer;

(e) there has not been any material failure to maintain any Seller's books, accounts and records in the usual, regular and ordinary manner and in accordance with good business practices and consistent with past practice;

(f) to the best of Seller's knowledge there has not been any action taken or intentionally omitted to be taken by Seller which could cause (with or without the giving of notice or the passage of time, or both) the breach, default, acceleration, amendment, termination or waiver of or under any Material Agreement (as hereinafter defined) or the imposition of any lien, encumbrance, mortgage or other claim or charge against the Assets;

(g) except for professional fees incurred as a part of this transaction, there has not been any liability, obligation or commitment incurred by SBPI involving, individually or in the aggregate, of more than $2,500.00, outside of the ordinary course of business;

(h) Seller has not entered into, nor has any Seller or the Assets become subject to, any contracts, agreements, commitments, indentures, mortgages, notes, bonds, licenses, real or personal property leases or other obligations, outside of the ordinary course of business, of the type required to be disclosed in SCHEDULE 3.7 hereto that are not otherwise disclosed herein;

(i) SBPI has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any person or entity;

(j) there has been no change made or authorized in the charter or bylaws of SBPI;

(k) SBPI has not issued, sold or otherwise disposed of any of its capital stock or granted any options, warrants or other rights to purchase or obtain any of its capital stock;

(l) Seller has not declared, set aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its capital stock;

(m) SBPI has not made any loan to, or entered into any other transaction with, any of its directors, officers or employees;

(n) to the best of Seller's knowledge, there has not been any other event or condition of any character which, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the Assets or on the business, financial condition or operations of Seller; and

(o) there has not been any commitment to do any of the foregoing.

3.7 CONTRACTS AND COMMITMENTS. EXHIBIT A and SCHEDULE 3.7 hereto together include a true, correct and complete list of all material contracts, agreements, commitments, indentures, mortgages, notes, bonds, licenses, real and personal property leases and other obligations to which Seller is a party, by which Seller or its assets or properties are bound or may be affected or which otherwise relate to the Business (the "Material Agreements"). Without limiting the generality of the foregoing, the term Material Agreement includes: (a) any lease or license with respect to any Assets, whether a Seller is tenant, landlord, licensor or licensee thereunder; (b) any agreement, contract, indenture or other instrument relating to the borrowing of money or the guarantee of any obligation or the deferred payment of the purchase price of any Assets; (c) any agreement concerning a partnership or joint venture; (d) any agreements between SBPI on the one hand and any of its shareholders, officers, directors or employees on the other; (e) any agreement relating to confidentiality or noncompetition; (f) any preferential purchase right, right of first refusal or similar agreement; (g) any agreement entered into outside of the ordinary course of business; or (h) any other agreement (or group of related agreements) which could involve expenditures (in cash or in kind) by SBPI in excess of $10,000.00 per year. To the best of Seller's knowledge, true and complete copies of all of the Material Agreements are included as part of SCHEDULE 3.7 hereto. To the best of Seller's knowledge, each of the Material Agreements listed in EXHIBIT A and SCHEDULE 3.7 are valid, binding and enforceable in accordance with their respective terms and are in full force and effect and were entered into in the ordinary course of business on an "arms length" basis. No part of Seller's rights or benefits under any Material Agreement has been assigned, transferred, or in any way encumbered. To the best of Seller's knowledge, Seller is not in breach of nor has Seller defaulted under any of the Material Agreements and no occurrence or circumstance exists which constitutes (with or without the giving of notice or the passage of time or both) a breach or default by Seller under any Material Agreement. To Seller's knowledge, the other parties to the Material Agreements are not in default thereunder and no occurrence or circumstance exists which constitutes or would constitute (with or without the giving of notice or the passage of time or both) a breach or default by the other party thereunder. Except as set forth on SCHEDULE 3.7 hereto, neither Seller nor any of the Assets are bound by or subject to any contract, agreement, commitment, indenture, mortgage, note, bond, license, real or personal property lease or other obligation which on the Closing Date cannot be terminated upon thirty (30) days' written notice by Seller or Buyer without penalty or other obligation being incurred upon such termination.

3.8 INTELLECTUAL PROPERTY. To the best of Seller's knowledge, Seller owns or is licensed to use all patents, trademarks, copyrights, trade names, service marks and other trade designations, including common law rights, registrations, applications for registration, technology, know-how or processes necessary to conduct the Business ("Intellectual Property"), free and clear of and without conflict with the rights of others. Except for "over the counter software", each item of Intellectual Property owned or used by Seller immediately prior to the Closing shall be owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing. To the knowledge of Seller, Seller has not interfered with, infringed upon,

misappropriated or otherwise come into conflict with any Intellectual Property rights of third parties, and, to the best of Seller's knowledge, Seller has not received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation. To the knowledge of Seller, no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of Seller. SCHEDULE 3.8 hereto contains a true and correct description of the following:

(a) All Intellectual Property currently owned, in whole or in part, by Seller, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which Seller is a party; and

(b) All agreements relating to Intellectual Property that Seller is licensed or authorized to use from others or which Seller licenses or authorizes others to use.

3.9 TAXES. All federal, state and local tax returns, or extensions, (including information returns) and reports of Seller required by any applicable law, rule, regulation or procedure of any federal, state or local authority or body to be filed have been duly filed by such Seller. Except as described in
SECTION 3.9, Seller has either (i) paid all federal, state, county, local and other taxes (hereinafter "Taxes" or individually a "Tax") required to be paid by them through the Closing Date and all deficiencies or other additions to Tax, including interest or penalties owed in connection with any such Taxes or (ii) included adequate provision for all such Taxes and deficiencies or other additions to Tax applicable to Seller in the Seller's Financial Statements. To the best of Seller's knowledge, all Taxes and other assessments and levies required to be collected or withheld by Seller with respect to the operation of their business from customers with respect to sales of products or from employees for income taxes, social security taxes and unemployment insurance taxes have been collected or withheld, and either paid to the respective governmental agencies, or set aside in an account owned by Seller and established for that purpose.

Except as disclosed in SCHEDULE 3.9, Seller is not a party to any pending action or proceeding regarding assessment or collection of Taxes by any governmental authority. To Seller's knowledge, no action or proceeding regarding assessment or collection of Taxes is threatened against Seller and there are no facts or state of facts existing that (with or without the giving of notice or the passage of time or both) could form the basis for any such action or proceeding. Seller has not executed or filed any agreement with the Internal Revenue Service or any other taxing authority extending the period for the assessment or collection of any Taxes.

3.10 LITIGATION. Except as set forth in SCHEDULE 3.10, there is no suit, proceeding, action, claim or investigation, at law or in equity, pending or, to Seller's knowledge, threatened against or affecting in any material way the assets, properties or property interests of Seller. To the best of Seller's knowledge, there are no facts or state of facts existing that (with or without the giving or notice or the passage of time or both) could form the basis for any such suit, proceeding, action, claim or investigation. Neither Seller nor any of its assets, property or property interests is subject to any judgement, order, writ, injunction or decree of any court or any federal, state,

municipal, foreign or other governmental authority, department, commission, board, bureau, agency or other instrumentality.

3.11 EMPLOYEE BENEFIT PLANS; ERISA.

(a) SCHEDULE 3.11 hereto lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and each other employee benefit arrangement, contract, agreement or policy, including, without limitation, pension, profit sharing or thrift plans, medical benefit programs, death benefit and disability programs, and severance, vacation and sick leave policies applicable to employees of the Seller (hereinafter referred to collectively as the "Plans").

(b) To the best of Seller's knowledge, all Plans have complied in all material respects with all applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code"), and any predecessor Federal income tax laws, ERISA, all other applicable laws and any applicable collective bargaining agreements.

3.12 CONSENTS AND APPROVALS; NO VIOLATION. Except as set forth in SCHEDULE 3.12, neither the execution nor delivery by Seller of this Agreement, or any agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, nor the consummation by Seller of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the provisions hereof or thereof, will (a) conflict with or result in a breach of any provision of SBPI's Articles of Incorporation or Bylaws, (b) result in the breach of, or conflict with, any of the terms and conditions of, or constitute a default (with or without the giving of notice or the passage of time or both) with respect to, or result in the cancellation or termination of, or the acceleration of the performance of any obligations or of any indebtedness under, any Material Agreement, (c) result in the creation of a lien, security interest, charge or encumbrance upon any of the Assets, or (d) violate any law or any rule or regulation of any administrative agency or governmental body, or any order, writ, injunction or decree of any court, administrative agency or governmental body to which any Seller or its properties or assets may be subject. No approval, authorization, consent or other action of, or filing with, or notice to any court, administrative agency or other governmental authority or any other person or entity is required for the execution and delivery by any Seller of this Agreement or any agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, except as set forth in SCHEDULE 3.12.

3.13 LICENSES, PERMITS AND AUTHORIZATIONS. To the best of Seller's knowledge, Seller has all permits, licenses, certificates of occupancy, approvals or other authorizations from and registrations with federal, state, municipal and foreign governmental agencies and private associations necessary to operate the Business (collectively the "Permits") and, to the best of Seller's knowledge, all such Permits are in full force and effect and no suspension or cancellation of any such Permit is threatened. All such Permits, except as disclosed on SCHEDULE 3.13, shall

continue in full force and effect on behalf of Buyer following consummation of the transactions contemplated by this Agreement to the extent allowable under applicable law and regulation. A list of the Permits is included in SCHEDULE 3.13 hereto.

3.14 GUARANTEES. Except as set forth in SCHEDULE 3.14 attached hereto, neither the Business nor any of the Assets is or will be at the Closing, directly or indirectly, (i) liable, by guarantee or otherwise, upon or with respect to, (ii) obligated, by discount or repurchase agreement or in any other way, to provide funds in respect of, or (iii) obligated to guarantee or assume, any debt, dividend or other obligation of any person, corporation, association, partnership or other entity.

3.15 CORPORATE AND PERSONNEL DATA; LABOR RELATIONS. To the best of Seller's knowledge, Seller is in compliance with all federal, state and local rules and regulations affecting employment and employment practices of Seller, including those relating to terms and conditions of employment and wages. There are no complaints pending, or to Seller's knowledge threatened, against Seller in connection with any employment related matters. Seller is not a party to any collective bargaining agreement. SCHEDULE 3.15 includes a monthly report which reflects Seller's current permanent employee payroll; this report accurately reflects Seller's entire current monthly payroll obligations to its permanent employees. SCHEDULE 3.15 also includes a list of the names and compensation levels of any consultants and independent contractors regularly utilized by Seller.

3.16 COMPLIANCE WITH LAWS/ENVIRONMENTAL MATTERS.

(a) To the best of Seller's knowledge, Seller has at all times conducted its business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller's knowledge, no such notice, advice, claim or complaint of any type is threatened. To the best of Seller's knowledge, Seller has at all times complied and presently complies with all applicable federal, state and local laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state or local agency alleging any violation of any federal, state or local laws respecting occupational safety and health standards.

(b) Without limiting the generality of the foregoing, to the best of Seller's knowledge, (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the present use thereof comply in all respects with applicable fire codes, building codes, health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation its leased and owned real property) are in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without

limitation those relating to Hazardous Materials (as hereinafter defined); (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution; (iv) no notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (x) any alleged violation by Seller of any Environmental Law, (y) any alleged failure by Seller to have any environmental permit required in connection with the operation of its business or (z) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material means any hazardous or toxic substance, material or waste or pollutants or contaminants containing material which is regulated by any authority in any jurisdiction in which Seller does business.)

3.17 ACCURACY OF INFORMATION FURNISHED. No statement contained in this Agreement or any Exhibit or Schedule attached hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is necessary to make the statements contained herein or therein not misleading.

3.18 DISCLOSURE OBLIGATION. The Seller is not in receipt of any information which renders any representation or warranty made by Buyer, or any information contained in any Schedule or Exhibit hereto, inaccurate or incomplete.

4. REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement for Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer represents and warrants to Seller as follows:

4.1 ORGANIZATION. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Florida. Buyer has all requisite corporate power and authority to own and operate its properties, to carry on its business as now being conducted and to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

4.2 AUTHORITY CONCERNING THIS AGREEMENT. The execution, delivery and performance by Buyer of this Agreement and of each agreement, document or instrument executed and delivered or to be executed and delivered in connection with the transactions contemplated hereby, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action of Buyer. This Agreement is (and, when executed and delivered, each agreement, document or instrument to be executed and delivered in connection with the transactions contemplated hereby will be) valid and binding upon Buyer, and enforceable against Buyer in accordance with their respective terms except to the extent that enforcement thereof may be limited by applicable bankruptcy, reorganization,

insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or the principles governing the availability of equitable remedies.

4.3 AUTHORITY IN COLORADO. Buyer has all requisite authority to conduct business in the State of Colorado.

4.4 DISCLOSURE OBLIGATION. The Buyer is not in receipt of any information which renders any representation or warranty made by the Seller, or any information contained in any Schedule or Exhibit hereto, inaccurate or incomplete.

4.5 EMPLOYEES OF SELLER. Buyer warrants that it will maintain the tenure of all of Seller's employees that it retains for the purposes of calculating vacations, sick leave and the waiting period for being eligible for Buyer's medical, life, dental and disability insurance programs. Buyer further warrants that it will maintain all of Seller's employees that it retains at the same compensation and benefit levels as they had on the date of Closing until December 31, 1997.

4.6 FINANCIAL STATEMENTS. Buyer has the funds (or has available commitments from credit worthy financial institutions to provide the funds) required to pay the Purchase Price hereunder.

5. INDEMNIFICATION AND SET OFF.

5.1 INDEMNIFICATION OBLIGATION OF SELLER. Seller, jointly and severally, hereby agrees to defend, indemnify and hold harmless Buyer from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Buyer (a "Loss"), in an amount not to exceed One Million Dollars ($1,000,000.00) in the aggregate; Buyer may not attempt to collect any such loss until such time as the amount of all such losses total Seventy-Five Thousand Dollars ($75,000.00) in the aggregate, and then, only as to the excess.

(a) as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Seller in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby; or

(b) any misrepresentation or inaccuracy in, or omission from the Disclosure Schedule or from any certificate, schedule, statement, document or instrument furnished by Seller to Buyer in connection with the transactions contemplated by this Agreement.

5.2 INDEMNIFICATION OBLIGATION OF BUYER. Buyer hereby agrees to defend, indemnify and hold harmless Seller from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Seller (a "Loss"):

(a) as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby; or

(b) as a result of, arising from or in connection with the Assumed Obligations.

5.3 INDEMNITY PROCEDURE. A party hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the "Indemnifying Party" and the other party claiming indemnity is referred to as the "Indemnified Party." The Indemnified Party under this Agreement shall give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim of indemnity under this Agreement; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall be entitled to assume defense thereof (at its expense) provided that counsel for the Indemnifying Party who shall conduct the defense of such claim shall be approved by the Indemnified Party, which approval shall not be unreasonably withheld. The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof.

Neither an Indemnifying Party nor an Indemnified Party shall make any settlement of any claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement (i) involving injunctive or other equitable relief against the Indemnified Party or its assets, employees or business or (ii) which does not include as an unconditional term thereof giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation.

5.4 PAYMENT. In determining the amount owed hereunder, the parties shall make appropriate adjustments for tax benefits and insurance proceeds. Upon the payment in full of any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any person, firm or entity with respect to the subject matter of the claim or litigation. Buyer and Seller shall seek full recovery under any insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance recovery is made by Buyer or Seller with respect to any Loss for which any person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be made promptly to the party or parties who have made a payment under this Section.

5.5 SET OFF. Buyer shall Set off against the Subordinated Note (i) any amounts to which Buyer may be entitled to payment pursuant to this Section 5,
(ii) any amounts due and owing to Buyer by Seller and (iii) any amounts due and owing to third parties by Seller that Buyer has

guaranteed on behalf of Seller. Buyer shall deliver written notice to Seller of its election to and amount of set off within five (5) business days of Buyer's election.

6. CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller' obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Seller):

6.1 PERFORMANCE OF OBLIGATIONS. Buyer shall have performed all of its obligations and complied with all of its covenants required to be performed or to be complied with by it under this Agreement on or prior to the Closing Date.

6.2 REPRESENTATIONS AND WARRANTIES. Each representation and warranty of Buyer contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made at and as of such time.

6.3 LEASES. Buyer shall have delivered fully executed triple net leases for the locations indicated in Schedule 1.4;

6.4 NON-COMPETITION AGREEMENT. Buyer shall have delivered an executed non-competion agreement whereby Buyer agrees not to compete with Printers Personnel, Inc in printing and graphics arts industries for a period of fifteen
(15) months from the date of Closing in the Adams, Arapahoe, Denver, Douglas and Jefferson counties area.

6.5 DELIVERIES. Buyer shall have delivered or caused delivery of the items set forth in Section 2.3 of this Agreement.

7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Buyer):

7.1 PERFORMANCE OF OBLIGATIONS. Seller shall have performed all of the obligations and complied with all of the covenants required to be performed or to be complied with by it under this Agreement on or prior to the Closing Date.

7.2 APPROVALS. Seller shall have delivered to Buyer any and all approvals, consents or assignments necessary for the consummation of the transactions contemplated hereby, including, without limitation, any consents required (i) by any governmental or administrative body, (ii) under any Material Agreement, or
(iii) under any insurance policies that Buyer has determined should continue in force after the Closing.

7.3 ACCESS. Buyer shall have had full and complete access during normal business hours to the properties, assets, books, agreements, files and records of Seller for the purpose of verifying the information set forth herein.

7.4 FINANCIAL STATEMENTS. Buyer shall have received a copy of the Financial Statements. Each of the Financial Statements shall be accompanied by a certificate of a company officer in form and substance satisfactory to Buyer.

7.5 PROPERTY. All of Seller' real and personal property shall be in good operating condition, structurally sound and in good repair. Notwithstanding the foregoing, Buyer acknowledges that Buyer is assuming Assumed Leases and acquiring the Assets in Schedule 1.1 in an "as is" condition.

THE ASSETS ARE BEING SOLD TO THE BUYER "AS IS" WITH ALL FAULTS AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SELLER MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

7.6 APPROVAL. The board of directors of Seller shall have approved Seller entering into this Agreement and the consummation of the transactions contemplated hereby. The board of directors of Buyer shall have approved Buyer's entering into this Agreement and consummation of the transactions contemplated hereby.

7.7 LITIGATION. There shall not have been instituted, pending or threatened against Seller, any suit, action or other proceeding by any private party or governmental agency, commission, bureau or body seeking to restrain or prohibit any of the transactions contemplated by this Agreement.

7.8 NONCOMPETITION AGREEMENTS. Buyer and Walker shall have entered into a Noncompetition Agreement prohibiting Walker from competing within the counties of Adams, Jefferson, Denver, Arapahoe and Douglas all in the state of Colorado.

7.9 DISCLOSURE SCHEDULE. Seller shall have furnished to Buyer and its representatives true, correct and complete copies of all documents, agreements and instruments listed in the Disclosure Schedule.

7.10 OPTION TO PURCHASE. Walker shall have delivered to Buyer at Closing an option to purchase Printers Personnel, Inc.

7.11 DELIVERIES. Seller shall have delivered or caused delivery of the items set forth in Section 2.2 hereof.

7.12 REPRESENTATIONS AND WARRANTIES. Each representation and warranty of Seller contained in this Agreement shall be true and correct both at the date on which this Agreement is signed and at and as of the Closing Date as if made anew at and as of such time.

7.13 OPINION OF SELLER' COUNSEL. Buyer shall have received an opinion from counsel of Seller dated as of the Closing Date and in substantially the form attached as EXHIBIT J hereto.

7.14 RIGHT TO USE NAME. Buyer shall have received an Assignment giving it the non-exclusive right to use the name and logo of "Stand-By Personnel" for a period of twelve (12) months from the date of Closing at a cost of One Dollar ($1.00).

8. POST-CLOSING COVENANTS.

8.1 ACCOUNTS RECEIVABLE OF BUYER. Seller covenants and agrees that if Seller inadvertently collects an account receivable of the Buyer, Seller will deliver the amount received to Buyer within ten (10) days of receipt by Seller.

8.2 ACCOUNTS RECEIVABLE OF SELLER. Buyer covenants and agrees that if Buyer inadvertently collects an account receivable of a Seller, Buyer will deliver the amount received to Seller within ten (10) days of receipt by Buyer.

8.3 ACCOUNTS RECEIVABLE REPORTS. Both Buyer and Seller covenant and agree that they will deliver a weekly accounts receivable report to each other for ninety (90) days following the Closing Date.

8.4 FURTHER ASSURANCES. Seller covenants and agrees with Buyer, its successors and assigns, that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all such further acts, instruments, papers and documents as may be reasonably necessary to carry out and effectuate the intent and purposes of this Agreement.

8.5 ASSISTANCE OF WALKER. Walker shall work, during the transition of ownership, which period is defined as ninety (90) days from Closing, at OutSource's request, at a pay rate of Fifty Dollars ($50.00) per hour. OutSource shall provide Walker reasonable notice of the need for her assistance and Walker shall not unreasonably withhold her assistance.

9. MISCELLANEOUS.

9.1 ENTIRE AGREEMENT. This Agreement and the Exhibits and Schedules to this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, understandings, agreements, arrangements and understandings, both oral and written, between the parties hereto with respect to such subject

matter. The Exhibits and Schedules to this Agreement are incorporated into and constitute part of this Agreement.

9.2 AMENDMENT. This Agreement may not be amended or modified in any respect, except by the mutual written agreement of the parties hereto.

9.3 NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm, corporation, partnership, association or other entity, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

9.4 SURVIVABILITY. The representations and warranties made under and in connection with this Agreement shall be true and correct on and as of the Closing Date with the same effect as if made on and as of such date and shall survive the Closing and consummation of all the transactions contemplated hereby for a period of one (1) year following the Date of Closing.

9.5 WAIVERS AND REMEDIES. The waiver by any of the parties hereto of any other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

9.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted.

9.7 DESCRIPTIVE HEADINGS/RECITALS. Descriptive headings contained herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. The recitals are incorporated into and made a part of this Agreement.

9.8 COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed in counterparts by the separate parties hereto, all of which shall be deemed to be one and the same instrument. Facsimile signatures shall have the same effect as original signatures.

9.9 NOTICES. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed to have been duly given: when delivered by hand; when delivered by facsimile (if written confirmation of receipt of the facsimile

(if written confirmation of receipt of the facsimile is obtained from the party to be charged with notice); five (5) days after being deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid; or on the second business day after being sent (PREPAID for next day delivery), via Federal Express, Purolator Courier, DHL or other nationally recognized delivery service, as follows:

If to Seller:           Carlene Walker
                        11425 W. Atlantic Avenue
                        Lakewood, CO
                        303-986-4546

With a copy to:         Ned Minor
                        Minor & Brown, P.C.
                        650 S. Cherry Street
                        Suite 1100
                        Denver, CO 80222
                        Phone: 303-320-1053 Fax: 303-320-6330

If to Buyer:            OutSource International of America, Inc.
                        Attention: CEO
                        1144 East Newport Center Drive
                        Deerfield Beach, FL 33442
                        Phone: 954-418-6200 Fax: 954-418-3365

With a copy to:         Steven Sonberg, Esq.
                        Holland & Knight
                        One East Broward Boulevard
                        Fort Lauderdale, FL  33301
                        Phone: 305 468-7819
                        Fax: 305 463-2030

or to such other address as any party hereto may from time to time designate in writing delivered in a like manner.

9.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the parties hereto shall assign any of its rights or obligations hereunder without the express written consent of the other party hereto.

9.11 APPLICABLE LAW. This Agreement shall be governed by, and shall be construed, interpreted and enforced in accordance with, the laws of the State of Colorado.

9.12 BROKERS AND AGENTS. OutSource has engaged Equitable Business and Financial Services ("Equitable") in bringing OutSource and SBPI together in this transaction. SBPI has not engaged a broker with respect to this transaction. OutSource represents that Equitable is the sole procuring cause for the sale. Equitable will receive a commission as per its agreement with OutSource, and OutSource will indemnify and hold SBPI harmless in regard to the payments of any commission due or payable to Equitable as a result of this transaction.

9.13 EXPENSES. Each of the parties hereto agrees to pay all of the respective expenses incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including accountants' and attorneys' fees.

9.14 CONFIDENTIALITY. Prior to the date of Closing, no party hereto shall divulge the existence of the terms of this Agreement, the transactions contemplated hereby or any information about another party that such party may have acquired in connection with the transaction, without the prior written approval of all of the parties hereto, except and as to the extent (i) obligated by law or, (ii) necessary for such party to defend or prosecute any litigation in connection with the transactions contemplated hereby. The parties hereto acknowledge that any breach of the foregoing will give rise to irreparable injury that is not compensable in damages and agree that any party may seek and obtain equitable relief in the form of specific enforcement, temporary restraining order, temporary or permanent injunction, or any other equitable remedy that may then be available to such party against the breach or threatened breach of such covenants, in addition to any other legal remedies which may be available. Following the date of Closing neither party shall disclose the purchase price or terms paid by Buyer to Seller.

9.15 CERTAIN INTERPRETATIONS. Words such as "herein," "hereof," "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular Section or subsection of this Agreement.

9.16 CONSENT TO JURISDICTION. The parties to this Agreement agree that any claim, suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be submitted for adjudication exclusively in any Colorado state or federal court sitting in Denver County, Colorado and each of the parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. Each party (i) waives any objection which it may have that such court is not a convenient forum for any such adjudication, (ii) agrees and consents to the personal jurisdiction of such court with respect to any claim or dispute arising out of or relating to this Agreement or the transactions contemplated hereby and
(iii) agrees that process issued out of such court or in accordance with the rules of practice of such court shall be properly served if served personally or served by certified mail or other form of substituted service, as provided under the rules of practice of such court. In the event of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby the prevailing party thereunder shall be entitled to recover reasonable attorneys' and

paralegal's fees (for negotiations, trials, appeals and collection efforts) and court costs incurred in connection therewith in addition to any other relief to which such party may be entitled.

9.17 EQUITABLE RELIEF. The parties hereto acknowledge and agree that any party's remedy at law for any breach or threatened breach of this Agreement which relates to requiring that the breaching party take any action or refrain from taking any action, would be inadequate and such breach or threatened breach shall be per se deemed as causing irreparable harm to such party. Therefore, in the event of such breach or threatened breach, the parties hereto agree that in addition to any available remedy at law, including but not limited to monetary damages, an aggrieved party shall be entitled to obtain equitable relief in the form of specific enforcement, temporary restraining order, temporary or permanent injunction, or any other equitable remedy that may then be available to the aggrieved party.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

BUYER:

OutSource International of America, Inc.

By: /s/ DAVID HAYES
----------------------------
David Hayes
Regional Vice President

SELLER:

Stand-By, Inc.

By: /s/ CARLENE A. WALKER
----------------------------
Carlene Walker
President

SELLER:
Carlene Walker

By: /s/ CARLENE A. WALKER
----------------------------
Carlene Walker

STAND-BY, INC.,
A COLORADO CORPORATION

SALE OF ASSETS TO

OUTSOURCE INTERNATIONAL OF AMERICA, INC.,
A FLORIDA CORPORATION

MARCH 31, 1997

 2. EXHIBIT A                 List of Assumed Obligations

 3. EXHIBIT B                 Allocation of Purchase Price

 4. EXHIBIT C                 Surordinated Note

 5. EXHIBIT D                 Bill of Sale/Assignment and Assumption Agreement

 6. EXHIBIT G                 Noncompetition Agreement (Walker)

 7. EXHIBIT H                 Lease Assignment and Assumption Agreements

 8. EXHIBIT I                 Assignment of Applications

 9. EXHIBIT J                 Opinion of Counsel

10. EXHIBIT K                 Non-Exclusive License Agreement

11. EXHIBIT L                 Deposit on Purchase Agreement/Printers
                              Personnel, Inc.

12. EXHIBIT M                 Noncompetition Agreement (OutSource)

13. Disclosure Schedule

14. Schedules

   /bullet/ Schedule 1 -      Locations
   /bullet/ Schedule 1.1      Assets
   /bullet/ Schedule 1.4      Real Estate and Personal Property Leases
   /bullet/ Schedule 3.1      Title to Assets; Permitted Liens
   /bullet/ Schedule 3.2      Corporate Status of SBPI
   /bullet/ Schedule 3.4      Condition of Real and Personal Property; Leases

   /bullet/ Schedule 3.5      Financial Statements; Undisclosed Liabilities
   /bullet/ Schedule 3.6      Absence of Certain Changes or Events
   /bullet/ Schedule 3.7      Contracts and Commitments
   /bullet/ Schedule 3.8      Intellectual Property
   /bullet/ Schedule 3.9      Taxes
   /bullet/ Schedule 3.10     Litigation
   /bullet/ Schedule 3.11     Employee Benefit Plans
   /bullet/ Schedule 3.12     Consents and Approvals
   /bullet/ Schedule 3.13     Licenses, Permits and Authorizations
   /bullet/ Schedule 3.14     Guarantees
   /bullet/ Schedule 3.15     Corporate and Personnel Data; Labor Relations

BOOK 2 OF 2

15. Real Property Leases

   /bullet/ 665 Kalamath St.
            Denver, CO

   /bullet/ 1555 Dayton St.
            Aurora, CO

   /bullet/ 7117 Federal
            Westminster, CO

   /bullet/ 7739 E. Colfax
            Denver, CO

   /bullet/ 2901 S. Broadway
            Englewood, CO

/bullet/ 325 E. Costilla
Colorado Springs, CO

16. Agreement With Respect to Advertising Contract

17. Agreement With Respect to Shared Costs and Expenses

18. Agreement Regarding Proprietary Knowledge

19. Side Agreement Regarding Shared Employee Compensation

20. Agreement With Respect to the Assumption of Van Loans and Computer Loan

21. UCC-1 Financing Statement

22. Payoff letters from Norwest Bank

23. OutSource Assumption of Norwest Financing Lease (1)

24. UCC-3 Termination

25. Combined Memorandum of Action of the Board of Directors and Sole Shareholder of Stand-By, Inc.

26. Officer's Closing Certificate of Stand-By, Inc.

27. Memorandum of Action of the Board of Directors and Shareholders of Printers Personnel, Inc.

28. Form 8594 Asset Acquisition Statement

29. Consents & approvals

30. Unanimous Written Consent in Lieu of Annual Meeting of the Board of Directors of OutSource International of America, Inc.

31. Officers Certificate of OutSource International of America, Inc.

EXHIBIT 10.11

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of February 21, 1997 by and between OutSource International, Inc., a Florida corporation ("Company~), and Paul M. Burrell ("Employee").

WHEREAS, the Company, through its Board of Directors, desires to retain the services of Employee, and Employee desires to be retained by the Company, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment, as President and Chief Executive Officer of the Company upon the terms of and subject to this Agreement.

2. TERM. The term ("Term") of this Agreement shall commence and this Agreement shall become effective on February 21, 1997 (the "Effective Date") and shall continue, for successive periods of one year each, until otherwise terminated by either party: (i) at any time in accordance with the terms hereof; or (ii) upon written notice delivered to the other party not less than ninety days prior to any annual anniversary of the Effective Date, which termination shall be effective as of such anniversary.

3. DUTIES. During his employment hereunder, Employee will serve as the President and Chief Executive Officer of the Company. Employee shall have general and active charge of the business and affairs of the Company and, in such capacity, shall have responsibility for the day-to-day operations of the Company, subject to the authority and control of the Board of Directors of the Company. Employee shall report directly to the Board of Directors of the Company. Employee shall diligently perform such duties and shall devote his entire business skill, time and effort to his employment and his duties hereunder and shall not during the Term, directly or indirectly, alone or as a member of a partnership, or as an officer, director, employee or agent of any other person, firm or business organization engage in any other business activities or pursuits requiring his personal service that materially conflict with his duties hereunder or the diligent performance of such duties. This shall not, however, preclude Employee from serving on boards of directors of other corporations.

4. COMPENSATION.

a. SALARY. During his employment hereunder, Employee shall be paid an initial base salary of $250,000 per year, payable in equal installments not less than monthly. The Employee's salary shall be reviewed at least annually by the Board of

Directors or any Committee of the Board delegated the authority to review executive compensation.

b. BONUS. In addition to salary, Employee shall be entitled to participate in the Company's Stock Incentive Plan as adopted by the Board of Directors of the Company and effective December 22, 1995 (the "Stock Incentive Plan") and, in addition, to participate in a Management Bonus Program anticipated to be established by the Company with an initial targeted bonus for calendar year 1997 of $125,000 for Employee in a manner consistent with memoranda dated December 29, 1995 and November 21, 1996 from Paul M. Burrell to the Company's Board of Directors (hereafter the "Management Bonus Program").

c. INSURANCE. During his employment hereunder, Employee shall be entitled to participate in such health, life, disability and other insurance programs, if any, that the Company may offer to other key executive employees of the Company from time to time.

d. OTHER BENEFITS. During his employment hereunder, Employee shall be entitled to such other benefits, if any, that the Company may offer to other key executive employees of the Company from time to time.

e. VACATION. Employee shall be entitled to four weeks vacation leave (in addition to Company holidays) in each calendar year during the Term, or such additional amount as may be set forth in the vacation policy that the Company shall establish from time to time. Except with respect to vacation time unused as the result of a request by the Company to postpone a vacation, any unused vacation from one calendar year shall not carry-over to any subsequent calendar year.

f. EXPENSE REIMBURSEMENT. Employee shall, upon submission of appropriate supporting documentation, be entitled to reimbursement of reasonable out-of-pocket expenses incurred in the performance of his duties hereunder in accordance with policies established by the Company. Such expenses shall include, without limitation, reasonable entertainment expenses, gasoline and toll expenses and cellular phone use charges, if such charges are directly related to the business of the Company.

5. GROUNDS FOR TERMINATION.

The Board of Directors of the Company may terminate this Agreement for Cause. As used herein, "Cause" shall mean any of the following: (i) failure on the part of Employee to disclose to Company in writing on or before the date hereof Employee's breach of or default under any employment, non-compete, confidentiality or other agreement between Employee and any prior employer of Employee (including without limitation any breach or default that might result from Employee's entering into or performing his duties and obligations under this Agreement); (ii) an act of willful misconduct or gross negligence by Employee in the performance of his material duties or obligations to the Company;(iii) indictment of Employee for a felony involving moral turpitude,

whether relating to his employment or otherwise; (iv) an act of dishonesty or breach of trust on the part of Employee resulting or intended to result directly or indirectly in personal gain or enrichment at the expense of the Company; (v) conduct on the part of Employee intended to injure the business of the Company;
(vi) Employee's addiction to any drug or chemical; (vii) Employee's insubordination unless resulting from Employee's refusal to do an illegal act; or (viii) a material failure of Employee to perform or observe the provisions of this Agreement (other than by reason of disability as defined herein). The existence of any of the foregoing events or conditions, except under clause
(iii), shall be determined by the Board of Directors (excluding the Employee) in the exercise of its reasonable judgment provided that if such occurrence relates to section (i), (vi) or (viii) above, it must persist more than (a) five (5) days after notice is given to Employee by personal delivery or (b) ten (10) days after a notice is given to Employee by any other means, each notice which details the occurrence. Notwithstanding the foregoing, if occurrence under sections (ii), (v), (vii) or (viii) cannot reasonably be remedied within the time periods set forth, the Board of Directors shall not exercise its right to terminate under this section if Employee begins to remedy the occurrence within the time period and continues actively and diligently in good faith to complete remedy such occurrence. As used herein "insubordination" means Employee failing to use his best efforts to comply with a written directive made by the Company's Board of Directors for any action or inaction not inconsistent with the duties set forth herein.

In addition, Employee's employment shall be terminated upon a sale of all or substantially all of the assets of the Company, where the consideration consists of at least 80% payable in cash or marketable securities at closing. As used herein "marketable securities" shall mean any debt or equity security which is free from legal restrictions in transferability (including contractual restrictions and volume limitations under Rule 144 under the Securities Act of 1933, as amended) and which security is listed on a national securities exchange, quoted on the NASDAQ Stock Market, Inc. or traded in the over-the-counter-market.

6. TERMINATION BY EMPLOYEE.

Employee may terminate this Agreement with Good Reason. "Good Reason" means:

a. Without Employee's express written consent, the assignment to Employee of duties inconsistent with Employee's positions with the Company as set forth in this Agreement (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Paragraph 3; or

b. The Company causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's positions as described in Section 3;

c. At any time the Employee is required, without his written consent, to relocate his office more than seventy-five miles from the location of the Company's current corporate headquarters;

d. The Company decreases the Employee's compensation below the levels provided for by the terms of Section 4a (taking into account increases in base compensation made from time to time in accordance with Section 4a) or the amounts available pursuant to the terms of the Management Bonus Program;

e. A material breach of the provisions of this Agreement by the Company (except those set forth in Paragraph 4.a) and Employee provides at least 15 days' prior written notice to at least two members of the Company's Board of Directors (other than Employee) of the existence of such breach and his intention to terminate this Agreement (no such termination shall be effective if such breach is cured during such period);

f. The failure of the Company to comply with the provisions of Paragraph 4.a for an uninterrupted 10-day period;

g. The Company materially reduces the Employee's benefits under any employee benefit plan, program or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement or participation; or

7. PAYMENT AND OTHER PROVISIONS UPON TERMINATION.

a. In the event Employee's employment with the Company (including its subsidiaries) is terminated by the Company for Cause as provided in Paragraph 5 then, on or before Employee's last day of employment with the Company, the provisions of this Paragraph 7.a shall apply. These same provisions shall apply if Employee terminates his employment without Good Reason as described in Paragraph 6.

i. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS: The Company shall pay in a lump sum to Employee such amount of compensation due Employee for services rendered to the Company, as well as compensation for unused vacation time, as has accrued but remains unpaid. Such payment shall include ninety percent of the estimated, prorata portion of Employee's targeted bonus through the date of termination. The final calculation of Employee's bonus shall be made, and any remaining bonus amount due to Employee paid, within thirty days of the delivery to the Company of the audited financial statements for the fiscal year in which the termination occurs. Any and all other rights granted to Employee under this Agreement shall terminate as of the date of termination.

ii. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph 14 shall continue to apply with respect to Employee for a period of six months following the date of termination. Upon Employee's resignation or termination of employment for any reason whatsoever, Employer shall have the right, at its sole discretion, to extend the period during which Employee shall be subject to the provisions of Section 14 of this Agreement for not longer than two

years after the date which is six months after the date of such resignation or termination. If Employer elects to so extend Employee's obligations under such Sections, Employer shall so notify Employee within 30 days after Employee's resignation or termination of employment specifying the term of the extension period. In consideration of Employee's agreement to continue to be subject to such provisions, Employer shall continue to pay Employee during the six month period commencing on the date Employee's employment terminates and during the extension period, if any, selected by Employer as provided for herein (collectively, the "Post-Employment Period"), one hundred percent (100%) of his normal periodic base salary payments in a manner consistent with the manner such payments were made immediately prior to such resignation or termination plus an amount equal to the prorata portion of Employee's estimated target bonus under the Management Bonus Program as in effect immediately prior to his date of termination.

b. In the event Employee's employment with the Company (including its subsidiaries) is terminated by the Company for any reason other than for Cause as provided in Paragraph 5 and other than as a consequence of Employee's death, disability, or normal retirement under the Company's retirement plans and practices, then the following provisions apply. These same provisions shall apply if Employee terminates his employment with Good Reason as described in Paragraph 6.

i. SALARY AND BONUS PAYMENTS: On or before Employee's last day of employment with the Company, the Company shall pay to Employee as compensation for services rendered to the Company a cash amount equal to the sum of (x) twice the amount of Employee's annual base salary and (y) ninety percent of twice the estimated targeted bonus under the Management Bonus Program as in effect immediately prior to his date of termination. The final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in Section
7.a.i. At the election of the Company, the cash amount referred to in this Paragraph 7.b.i may be paid to Employee in periodic installments in accordance with the regular salary payment practices of the Company, with the first such installment to be paid on or before Employee's last day of employment with the Company, and no interest shall be paid with respect to any amount not paid on the Employee's date of termination.

ii. VESTING OF OPTIONS AND RIGHTS: Notwithstanding the vesting period provided for in the Stock Incentive Plan and any related stock option agreements between the Company and Employee for stock options ("options") and stock appreciation rights ("rights") granted Employee by the Company, all options and stock appreciation rights shall be immediately vested and exercisable upon termination of employment. In addition, Employee will have the right to exercise all options and rights for the shorter of
(a) one year following his termination of

employment or (b) with respect to each option, the remainder of the period of exercisability under the terms of the appropriate documents that grant such options.

iii. BENEFIT PLAN COVERAGE: The Company shall maintain in full force and effect for Employee and his dependents for one year after the date of termination, all life, health, accident, and disability benefit plans and other similar employee benefit plans, programs and arrangements in which Employee or his dependents were entitled to participate immediately prior to the date of termination, in such amounts as were in effect immediately prior to the date of termination, provided that such continued participation is possible under the general terms and provisions of such benefit plans, programs and arrangements. In the event that participation in any benefit plan, program or arrangement described above is barred, or any such benefit plan, program or arrangement is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide Employee and his dependents for two years after the date of termination with benefits substantially similar to those that they were entitled to receive under such benefit plans, programs and arrangements immediately prior to the date of termination. If immediately prior to the date of termination the Company provided Employee with any club memberships, Employee will be entitled to continue such memberships at his sole expense. Notwithstanding any time period for continued benefits stated in this Paragraph 7.b.iii, all benefits in this Paragraph 7.b.iii will terminate on the date that Employee becomes an employee of another employer and eligible to participate in the employee benefit plans of such other employer. To the extent that Employee was required to contribute amounts for the benefits described in this Paragraph 7.b.iii prior to his termination, he shall continue to contribute such amounts for such time as these benefits continue in effect after termination.

iv. [INTENTIONALLY OMITTED]

v. SAVINGS AND OTHER PLANS: Except as otherwise more specifically provided herein or under the terms of the respective plans relating to termination of employment, Employee's active participation in any applicable savings, retirement, profit sharing or supplemental employee retirement plans or any deferred compensation or similar plan of the Company or any of its subsidiaries shall continue only through the last day of his employment. All other provisions, including any distribution and/or vested rights under such plans, shall be governed by the terms of those respective plans.

vi. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraphs 14 and 15 shall continue, beyond the time periods set forth in such paragraphs, to apply with respect to Employee for the shorter of (x) six months following the date of termination subject to extension as set forth in Paragraph 7.a.ii. or (y) until such time as the Company has failed to comply with the provisions of Paragraph 7.b.i for an uninterrupted 10-day period and such failure

is not cured within 5 days after written notice of such failure is delivered to at least two directors of the Company (other than Employee).

c. The provisions of this Paragraph 7 shall apply if Employee's employment is terminated prior to or more than three years after the occurrence of a Change of Control (as defined in Paragraph 8.c). From the occurrence of any Change of Control until the third anniversary of such Change of Control, the provisions of Paragraph 8 shall apply in place of this Paragraph 7, EXCEPT THAT in the event that Employee's employment is terminated by Employee after a Change of Control without Good Reason or by the Company for Cause, then the provisions of Paragraph 7 shall not apply and the provisions of Paragraph 7.a shall apply. Termination upon death, disability and retirement are covered by Paragraphs 9, 10, and 11, respectively.

8. PAYMENT AND OTHER PROVISIONS AFTER CHANGE OF CONTROL.

a. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS: In the event Employee's employment with the Company is terminated within three years following the occurrence of a Change of Control (other than as a consequence of his death or disability, or of his normal retirement under the Company's retirement plans and practices) either (x) by the Company without "Cause" or (y) by Employee with Good Reason as provided in Paragraph 6, then Employee shall be entitled to receive from the Company, the following:

i. BASE SALARY. Employee's annual base salary as in effect at the date of termination, multiplied by two, shall be paid on the date of termination;

ii. TARGET BONUS. Ninety percent of the amount of the Employee's target bonus under the Management Bonus Program for the fiscal year in which the date of termination occurs, multiplied by two, shall be paid on the date of a termination; the final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in Section
7.a.i.; and

iii. [INTENTIONALLY OMITTED]

iv. OTHER BENEFITS. All benefits under Paragraphs 7.b.ii, 7.b.iii, and 7.b.v shall be extended to Employee as described in such paragraphs, except that the period for exercise of options and rights described in the last sentence of Paragraph 7.b.ii shall be three years.

b. NONCOMPETITION/NONSOLICITATION PERIOD. In the event of a termination under Paragraph 8.a within one year after a Change of Control the provisions of Paragraphs 14 shall continue to apply as stated in paragraph 7.b.vi.

For purposes of this Agreement, the term "Change of Control" shall mean:

i. The acquisition, other than from the Company, by any individual, entity or group (within the meaning of _ 13(d)(3) or _ 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (any of the foregoing described in this Paragraph 8.c.i hereafter a "Person") of 15% or more of either (a) the then outstanding shares of Capital Stock of the Company (the "Outstanding Capital Stock") or
(b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Voting Securities"), PROVIDED. HOWEVER, that any acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (y) any Person that is eligible, pursuant to Rule 13a-l(b) under the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of Voting Securities, whether or not such Person shall have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule 13D with respect to beneficial ownership of 15% or more of the Voting Securities or (z) any corporation with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Capital Stock and Voting Securities, as the case may be, shall not constitute a Change of Control; or

ii. Following a public offering individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that (a) the Board uses best efforts to fill any vacancies; (b) any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act) and
(c) no effect shall be given to any changes in the Board composition due to the rights granted to Triumph Capital Group, Inc. and Bachow & Associates, Inc. (or their affiliates or transferees) in connection with their investments in Company; or

iii. Approval by the shareholders of the Company of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all holders of the Outstanding Capital Stock and Voting Securities immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination; or

iv. (a) a complete liquidation or dissolution of the Company or
(b) a sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Capital Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition.

9. TERMINATION BY REASON OF DEATH. If Employee shall die while employed by the Company both prior to termination of employment and during the effective term of this Agreement, all Employee's rights under this Agreement shall terminate with the payment of such amounts of annual base salary as have accrued but remain unpaid and a prorated amount of the targeted bonus under the Company's Management Bonus Program through the month in which his death occurs. The calculation of Employee's target bonus shall be made, and any bonus amount due to Employee paid, in the manner set forth in Section 7.a.i. All benefits under Paragraphs 7.b.ii, 7.b.iii and 7.b.v shall be extended to Employee's estate as described in such paragraphs. In addition, Employee's eligible dependents shall receive continued benefit plan coverage under Paragraph 7.b.iii for six months from the date of Employee's death.

10. TERMINATION BY DISABILITY. Employee's employment hereunder may be terminated by the Company for disability. In such event, all Employee's rights under this Agreement shall terminate with the payment of such amounts of annual base salary as have accrued but remain unpaid as of thirtieth (30th) day after such notice is given EXCEPT that all benefits under Paragraphs 7.b.ii, 7.b.iii, and 7.b.v shall be extended to Employee as described in such paragraphs, PROVIDED, HOWEVER, that, with respect to Paragraph 7.b.iii, the period for continued benefit plan coverage shall be limited to six months from the date of termination. In addition, the noncompetition and nonsolicitation provisions of Paragraphs 14 and 15 shall continue to apply to Employee for a period of six months from the date of termination. For purposes of this Agreement, "disability" is defined to mean that either:

a. As a result of Employee's incapacity due to physical or mental illness (1) Employee shall have been absent from his duties as an officer of the Company on a substantially full-time basis for three consecutive months or 120 days in any 180 day period and (2) Within thirty days after the Company notifies Employee in writing that it intends to replace him, Employee shall not have returned to the performance of his duties as an officer of the Company on a full-time basis; or

b. Employee is deemed disabled for purposes of any disability policy, group or individual, paid for by Company and at the time in effect, or if no such policy is then in effect, by Company's Board of Directors in the exercise of its reasonable judgment.

11. RETIREMENT. It is expected that the Compensation Committee of the Company's Board of Directors will develop a benefit plan for retirement. It is expected that Employee's rights upon retirement will be specifically described in such retirement benefit plan. If retirement benefits for Employee are not specifically described in such plan, the Company shall provide Employee upon retirement benefits no lesser than the highest level of benefits accorded any other retiring executive officer during the five-year period immediately preceding Employee's retirement.

12. INDEMNIFICATION. If litigation shall be brought to enforce or interpret any provision contained herein, the non-prevailing party shall indemnify the prevailing party for reasonable attorney's fees (including those for negotiations, trial and appeals) and disbursements incurred by the prevailing party in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the prevailing party calculated at the generally prevailing NationsBank of Florida, N.A. base rate of interest charged to its commercial customers in effect from time to time from the date that payment(s) to him should have been made under this Agreement.

13. PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to pay Employee the compensation and to make the arrangements provided herein shall not be affected by any duty to mitigate. The amount shall not be reduced by reason of Employee's securing other employment or for any other reason. All amounts payable by the Company hereunder shall be paid without notice or demand, and in no event later than seven business days after such payments become due. Except as expressly provided herein, the Company waives all rights that it may now have or may hereafter have conferred upon it, by statute or otherwise, to terminate, cancel or rescind this Agreement in whole or in part. Each and every payment made hereunder by the Company shall be final and the Company will not seek to recover all or any part of such payment from Employee or from whomsoever may be entitled thereto, for any reason whatsoever. The Company may withhold for income tax purposes any amounts required to be withheld under applicable tax statutes and regulations.

14. NONCOMPETITION AND NONSOLICITATION.

a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:

i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company;

ii. Divulge the names and addresses or any information concerning any customer of the Company;

iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, f~rms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;

iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company within the United States.

b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.

c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.

d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are

judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.

15. CONFIDENTIALITY:

a. NONDISCLOSURE. Employee acknowledges and agrees that the Confidential Information (as defined below) is a valuable, special and unique asset of the Company's business. Accordingly, except in connection with the performance of his duties hereunder, Employee shall not at any time during or subsequent to the term of his employment hereunder disclose, directly or indirectly, to any person, firm, corporation, partnership, association or other entity any proprietary or confidential information relating to the Company or any information concerning the Company's financial condition or prospects, the Company's customers, the design, development, manufacture, marketing or sale of the Company's products or the Company's methods of operating its business (collectively "Confidential Information"). Confidential Information shall not include information which, at the time of disclosure, is known or available to the general public by publication or otherwise through no act or failure to act on the part of Employee.

b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's employment, for whatever reason and whether voluntary or involuntary, or at any time at the request of the Company, Employee shall promptly return all Confidential Information in the possession or under the control of Employee to the Company and shall not retain any copies or other reproductions or extracts thereof. Employee shall at any time at the request of the Company destroy or have destroyed all memoranda, notes, reports, and documents, whether in "hard copy" form or as stored on magnetic or other media, and all copies and other reproductions and extracts thereof, prepared by Employee and shall provide the Company with a certificate that the foregoing materials have in fact been returned or destroyed.

c. BOOKS AND RECORDS. All books, records and accounts whether prepared by Employee or otherwise coming into Employee's possession, shall be the exclusive property of the Company and shall be returned immediately to the Company upon termination of Employee's employment hereunder or upon the Company's request at any time.

16. INJUNCTION/SPECIFIC PERFORMANCE SETOFF. Employee acknowledges that a breach of any of the provisions of Paragraphs 14, 15 or 16 hereof would result in immediate and irreparable injury to the Company which cannot be adequately or reasonably compensated at law. Therefore, Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, to a decree of specific performance and to a temporary and permanent injunction, without the posting of a bond, enjoining and restraining such breach by Employee or his agents, either directly or indirectly, and that such right to injunction shall be cumulative to whatever other remedies for actual damages to which the Company is entitled. Employee further agrees that, except as otherwise provided in Paragraph 13 hereof, the Company may set off

against or recoup from any amounts due under this Agreement to the extent of any losses incurred by the Company as a result of any breach by Employee of the provisions of Paragraphs 14, 15 or 16 hereof.

17. SEVERABILITY: Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18. SUCCESSORS: This Agreement shall be binding upon Employee and inure to his and his estate's benefit, and shall be binding upon and inure to the benefit of the Company and any permitted successor of the Company. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any corporation which is the successor in interest to the Company by reason of a merger, consolidation or sale of substantially all of the assets of the Company.

19. CONTROLLING LAW: This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Florida.

20. NOTICES. Any notice required or permitted to be given hereunder shall be written and sent by registered or certified mail, telecommunicated or hand delivered at the address set forth herein or to any other address of which notice is given:

To the Company:          OutSource International, Inc.
                         1144 East Newport Center Drive
                         Deerfield Beach, Florida 33442
                         Attention: _______________________

To Employee:             Paul M. Burrell
                         5200 Godfrey Road
                         Coral Springs, Florida 33067

21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto on the subject matter hereof and may not be modified without the written agreement of both parties hereto.

22. WAIVER. A waiver by any party of any of the terms and conditions hereof shall not be construed as a general waiver by such party.

23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute a single agreement.

24. INTERPRETATION. In the event of a conflict between the provisions of this Agreement and any other agreement or document defining rights and duties of Employee or the Company upon Employee's termination, the rights and duties set forth in this Agreement shall control.

25. CERTAIN LIMITATIONS ON REMEDIES. Paragraph 7.b provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph
7.b shall constitute the sole and exclusive remedies of Employee. This Paragraph 26 shall have no effect upon the provisions of Paragraph 8 of this Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been executed by the parties as of the date first above written.

COMPANY:

OUTSOURCE INTERNATIONAL, INC.

By:  /s/ ROBERT A. LEFCORT
   --------------------------------
   Robert a. Lefcort
   Executive Vice President

EMPLOYEE:

/s/ PAUL M. BURRELL
------------------------------------
Paul M. Burrell

EXHIBIT 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of March 3, 1997, by and between OutSource International, Inc., a Florida corporation (the "Company"), and Robert A. Lefcort, Executive Vice President ("Employee").

WHEREAS, the Company, through its Board of Directors, desires to retain the services of Employee, and Employee desires to be retained by the Company, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment, as Executive Vice President of the Company upon the terms subject to this Agreement.

2. TERM. The term ("Term") of this Agreement shall commence on March 3, 1997 and shall continue until terminated in accordance with the terms hereof.

3. DUTIES. During his employment hereunder, Employee will serve as the Executive Vice President of the Company. Employee shall report directly to the President of the Company and shall serve at his direction. Employee shall perform services as assigned by the President of the Company consistent with the title of Executive Vice President. Employee shall diligently perform such duties and shall devote his entire business skill, time and effort to his employment and his duties hereunder and shall not during the Term, directly or indirectly, alone or as a member of a partnership, or as an officer, director, employee or agent of any other person, firm or business organization engage in any other business activities or pursuits requiring his personal service that materially conflict with his duties hereunder or the diligent performance of such duties. This shall not, however, preclude Employee from serving on boards of directors of other corporations; provided that such service does not conflict with the duties of Employee hereunder or result in a conflict of interest.

4. COMPENSATION.

a. SALARY. During his employment hereunder, Employee shall be paid an initial salary of $145,000 per year, payable in equal installments not less than monthly ("Base Salary"). The Employee's Base Salary shall be reviewed at least annually by the Board of Directors or any Committee of the Board delegated the authority to review executive compensation.

b. BONUS. In addition to Base Salary, Employee shall be entitled to participate in the Company's Stock Option Plan, as amended and restated (the "Stock Option Plan") and, in addition, to participate in a Management Bonus Program to be established by the Company with an initial targeted bonus for calendar year 1997 of $58,000 for Employee, based upon the achievement of mutually agreed upon goals and objectives (hereafter the "Management Bonus Program").

c. INSURANCE. During his employment hereunder, Employee shall be entitled to participate in such health, life, disability and other insurance programs, if any, that the Company may offer to other key executive employees of the Company from time to time.

d. OTHER BENEFITS. During his employment hereunder, Employee shall be entitled to such other benefits, if any, that the Company may offer to other key executive employees of the Company from time to time.

e. VACATION. Employee shall be entitled to four weeks' vacation leave (in addition to holidays) in each calendar year during the Term, or such additional amount as may be set forth in the vacation policy that the Company shall establish from time to time. Except with respect to vacation time unused as the result of a written request by the Company to postpone a vacation, any unused vacation from one calendar year shall not carry-over to any subsequent calendar year.

f. EXPENSE REIMBURSEMENT. Employee shall, upon submission of appropriate supporting documentation, be entitled to reimbursement of reasonable out-of-pocket expenses incurred in the performance of his duties hereunder in accordance with policies established by the Company. Such expenses shall include, without limitation, reasonable travel and entertainment expenses, gasoline and toll expenses and cellular phone use charges, if such charges are directly related to the business of the Company.

5. GROUNDS FOR TERMINATION.

The Board of Directors of the Company may terminate this Agreement for any reason at any time including, without limitation, for "Cause." As used herein, "Cause" shall mean any of the following: (i) failure on the part of Employee to disclose to Company in writing on or before the date hereof Employee's breach of or default under any employment, non-compete, confidentiality or other agreement between Employee and any prior employer of Employee (including without limitation any breach or default that might result from Employee's entering into or performing his duties and obligations under this Agreement); (ii) an act of willful misconduct or gross negligence by Employee in the performance of his material duties or obligations to the Company; (iii) indictment of Employee for a felony involving moral turpitude, whether relating to his employment or otherwise;
(iv) an act of dishonesty or breach of trust on the part of Employee resulting or intended to result directly or indirectly in personal gain or enrichment at the expense of the Company; (v) conduct on the part of Employee intended to injure the business of the Company; (vi) Employee's

addiction to any drug or chemical; (vii) Employee's insubordination unless resulting from Employee's refusal to do an illegal act; (viii) a material failure of Employee to perform or observe the provisions of this Agreement (other than by reason of disability as defined herein). The existence of any of the foregoing events or conditions, except under clause (iii), shall be determined by the Board of Directors (excluding the Employee) in the exercise of its reasonable judgment provided that if such occurrence relates to section (i), (vi) or (viii) above, it must persist more than (a) five (5) days after notice is given to Employee by personal delivery or (b) ten (10) days after a notice is given to Employee by any other means, each notice which details the occurrence. Notwithstanding the foregoing, if occurrence under sections (ii), (v), (vii) or (viii) cannot reasonably be remedied within the time periods set forth, the Board of Directors shall not exercise its right to terminate under this section if Employee begins to remedy the occurrence within the time period and continues actively and diligently in good faith to completely remedy such occurrence. As used herein "insubordination" means Employee failing to use his best efforts to comply with a written directive made by the Company's Board of Directors for any action or inaction not inconsistent with the duties set forth here.

6. TERMINATION BY EMPLOYEE.

Employee may terminate this Agreement with Good Reason. "Good Reason" means:

a. At any time the Employee is required, without his written consent, to relocate his office more than seventy-five miles from the location of the Company's current corporate headquarters;

b. The Company decreases the Employee's compensation below the levels provided for by the terms of Section 4 (taking into account increases made from time to time in accordance with Section 4);

c. A material breach of the provisions of this Agreement by the Company (except those set forth in Paragraph ) and Employee provides at least 15 days prior written notice to at least two members of the Company's Board of Directors (other than Employee) of the existence of such breach and his intention to terminate this Agreement (no such termination shall be effective if such breach is cured during such period or if the Company is in good faith attempting to cure such breach);

d. The failure of the Company to comply with the provisions of Paragraph for an uninterrupted 10 day period; or

e. The Company materially reduces the Employee's benefits under any employee benefit plan, program or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement or participation.

7. PAYMENT AND OTHER PROVISIONS UPON TERMINATION.

a. In the event that: Employee's employment with the Company (including its subsidiaries) is terminated by the Company for Cause as provided in Paragraph ; or Employee terminates his employment without Good Reason as described in Paragraph ; then, on or before Employee's last day of employment with the Company:

i. SALARY AND BONUS PAYMENTS: The Company shall pay in a lump sum to Employee such amount of compensation due to Employee hereunder for services rendered to the Company, as well as compensation for unused vacation time, as has accrued but remains unpaid. Any and all other rights granted to Employee under this Agreement shall terminate as of the date of termination.

ii. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph shall continue to apply with respect to Employee for a period of one year following the date of termination.

b. In the event that: Employee's employment with the Company (including its subsidiaries) is terminated by the Company for any reason other than for Cause as provided in Paragraph and other than as a consequence of Employee's death, disability, or normal retirement under the Company's retirement plans and practices; or Employee terminates his employment with Good Reason as described in Paragraph ; then:

i. SALARY AND BONUS PAYMENTS: On or before Employee's last day of employment with the Company, the Company shall pay to Employee, as compensation for services rendered to the Company, a cash amount equal to the sum of (x) the amount of Employee's Base Salary and (y) ninety percent of the amount of the estimated target bonus under the Management Bonus Program as in effect immediately prior to his date of termination (the "Cash Amount"). The final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in Section 7.a.i. At the election of the Company, the Cash Amount may be paid to Employee in periodic installments in accordance with the regular salary payment practices of the Company, with the first such installment to be paid on or before Employee's last day of employment with the Company. Notwithstanding the foregoing sentence, the entire Cash Amount shall be paid to Employee during the period not to exceed one year following Employee's last day of employment with the Company. No interest shall be paid with respect to any of the Cash Amount not paid on the Employee's date of termination.

ii. BENEFIT PLAN COVERAGE: The Company shall maintain in full force and effect for Employee and his dependents for one year after the date of termination, all life, health, accident, and disability benefit plans and other similar employee benefit plans, programs and arrangements in which Employee or his dependents were entitled to participate immediately prior to the date of termination, in such amounts as were in effect

immediately prior to the date of termination, provided that such continued participation is possible under the general terms and provisions of such benefit plans, programs and arrangements. In the event that participation in any benefit plan, program or arrangement described above is barred, or any such benefit plan, program or arrangement is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide Employee and his dependents for one year after the date of termination with benefits substantially similar to those that they were entitled to receive under such benefit plans, programs and arrangements immediately prior to the date of termination, or, at the Company's option, a lump sum payment to Employee equal to the Company's cost immediately prior to termination to provide such benefits. If immediately prior to the date of termination the Company provided Employee with any club memberships, Employee will be entitled to continue such memberships at his sole expense. Notwithstanding any time period for continued benefits stated in this Paragraph 7.b.ii, all benefits in this Paragraph 7.b.ii will terminate on the date that Employee becomes an employee of another employer and eligible to participate in the employee benefit plans of such other employer. To the extent that Employee was required to contribute amounts for the benefits described in this Paragraph 7.b.ii prior to his termination, he shall continue to contribute such amounts for such time as these benefits continue in effect after termination.

iii.[INTENTIONALLY OMITTED]

iv. SAVINGS AND OTHER PLANS: Except as otherwise more specifically provided herein or under the terms of the respective plans relating to termination of employment, Employee's active participation in any applicable savings, retirement, profit sharing or supplemental employee retirement plans or any deferred compensation or similar plan of the Company or any of its subsidiaries shall continue only through the last day of his employment. All other provisions, including any distribution and/or vested rights under such plans, shall be governed by the terms of those respective plans.

v. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph shall continue, beyond the time periods set forth in such paragraph, to apply with respect to Employee for the shorter of (x) twelve months following the date of termination or (y) until such time as the Company has failed to comply with the provisions of Paragraph for a an uninterrupted 10-day period and such failure is not cured within 5 days after written notice of such failure is delivered to at least two directors of the Company (other than Employee).

c. In the event that Employee terminates his employment with Good Reason as described in Paragraph , the following provisions shall also apply.

i. EXERCISABILITY OF STOCK OPTIONS. Notwithstanding the vesting period provided for in the Stock Option Plan and any related stock option agreements between the Company and Employee for stock options
("options") and stock appreciation rights ("rights")

granted Employee by the Company, all options and stock appreciation rights shall be immediately exercisable upon termination of employment. In addition, Employee will have the right to exercise all options and rights for the shorter of (x) one year following his termination of employment or (y) with respect to each option, the remainder of the period of exercisability under the terms of the appropriate documents that grant such options.

d. The provisions of this Paragraph shall apply if Employee's employment is terminated prior to or more than two years after the occurrence of a Change of Control (as defined in Paragraph ). From the occurrence of any Change of Control until the second anniversary of such Change of Control, the provisions of Paragraph shall apply in place of this Paragraph , EXCEPT THAT in the event that after a Change of Control Employee's employment is terminated by Employee without Good Reason or Company terminates Employee for Cause, then the provisions of Paragraph shall not apply and the provisions of Paragraph shall apply. Termination upon death, disability and retirement are covered by Paragraphs , , and , respectively.

8. PAYMENT AND OTHER PROVISIONS AFTER CHANGE OF CONTROL.

a. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS: In the event Employee's employment with the Company is terminated within two years following the occurrence of a Change of Control (other than as a consequence of his death or disability, or of his normal retirement under the Company's retirement plans and practices) either (x) by the Company for any reason other than for Cause or (z) by Employee with Good Reason as provided in Paragraph , then Employee shall be entitled to receive from the Company, the following:

i. BASE SALARY. Employee's Base Salary as in effect at the date of termination, multiplied by two, shall be paid on the date of termination;

ii. TARGET BONUS. Ninety percent of the amount of the Employee's estimated target bonus under the Management Bonus Program for the fiscal year in which the date of termination occurs, multiplied by two, shall be paid on the date of termination; the final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in Section 7.a.i.; and

iii.[OMITTED INTENTIONALLY]

iv. OTHER BENEFITS. All benefits under Paragraphs 7.b.ii, and
7.c.i shall be extended to Employee as described in such paragraphs.

b. NONCOMPETITION/NONSOLICITATION PERIOD. In the event of a termination under Paragraph 8.a within one year after a Change of Control the provisions of Paragraph 14 shall continue to apply as stated in paragraph 7.b.v.

c. For purposes of this Agreement, the term "Change of Control" shall mean:

i. The acquisition, other than from the Company, by any individual, entity or group (within the meaning of ss. 13(d)(3) or ss. 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (any of the foregoing described in this Paragraph hereafter a "Person") of 33% or more of either (a) the then outstanding shares of Capital Stock of the Company (the "Outstanding Capital Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Voting Securities"), PROVIDED, HOWEVER, that any acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or
(y) any Person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of Voting Securities, whether or not such Person shall have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule 13D with respect to beneficial ownership of 33% or more of the Voting Securities or (z) any corporation with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Capital Stock and Voting Securities, as the case may be, shall not constitute a Change of Control; or

ii. Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or

iii. Approval by the shareholders of the Company of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all holders of the Outstanding Capital Stock and Voting Securities immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then

outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination; or

iv. (a) a complete liquidation or dissolution of the Company or
(b) a sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Capital Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition.

9. TERMINATION BY REASON OF DEATH. If Employee shall die while employed by the Company both prior to termination of employment and during the effective term of this Agreement, all Employee's rights under this Agreement shall terminate with the payment of that portion of Base Salary as has accrued but remains unpaid and a prorated amount of targeted bonus under the Company's Management Bonus Program through the month in which his death occurs, plus three additional months of the fixed salary and targeted bonus. The calculation of Employee's target bonus shall be made, and any bonus amount due to Employee paid, in the manner set forth in Section 7.a.i. All benefits under Paragraphs
7.b.ii, 7.b.iv and 7.c.i shall be extended to Employee's estate as described in such paragraphs. In addition, Employee's eligible dependents shall receive continued benefit plan coverage under Paragraph 7.b.ii for three months from the date of Employee's death.

10. TERMINATION BY DISABILITY. Employee's employment hereunder may be terminated by the Company for disability. In such event, all Employee's rights under this Agreement shall terminate with the payment of that portion of Base Salary as has accrued but remains unpaid as of the thirtieth (30th) day after such notice is given EXCEPT that all benefits under Paragraphs , and 7.c.i shall be extended to Employee as described in such paragraphs, PROVIDED, HOWEVER, that, with respect to Paragraph , the period for continued benefit plan coverage shall be limited to six months from the date of termination. In addition, the noncompetition and nonsolicitation provisions of Paragraph shall continue to apply to Employee for a period of six months from the date of termination. For purposes of this Agreement, "disability" is defined to mean that, as a result of Employee's incapacity due to physical or mental illness:

a. Employee shall have been absent from his duties as an officer of the Company on a substantially full-time basis for six (6) consecutive months; and

b. Within thirty (30) days after the Company notifies Employee in writing that it intends to replace him, Employee shall not have returned to the performance of his duties as an officer of the Company on a full-time basis.

11. RETIREMENT. It is expected that the Compensation Committee of the Company's Board of Directors will develop a benefit plan for retirement. It is expected that Employee's rights upon retirement will be specifically described in such retirement benefit plan. If retirement benefits for Employee are not specifically described in such plan, the Company shall provide Employee upon retirement benefits no lesser than the highest level of benefits accorded any other retiring executive officer during the five year period immediately preceding Employee's retirement.

12. INDEMNIFICATION. If litigation shall be brought to enforce or interpret any provision contained herein, the non-prevailing party shall indemnify the prevailing party for reasonable attorney's fees (including those for negotiations, trial and appeals) and disbursements incurred by the prevailing party in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the prevailing party calculated at the generally prevailing NationsBank of Florida, N.A. base rate of interest charged to its commercial customers in effect from time to time from the date that payment(s) to him should have been made under this Agreement.

13. [INTENTIONALLY OMITTED]

14. NONCOMPETITION AND NONSOLICITATION.

a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:

i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;

ii. Divulge the names and addresses or any information concerning any customer of the Company;

iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;

iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.

b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.

c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.

d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.

e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.

15. CONFIDENTIALITY.

a. NONDISCLOSURE. Employee acknowledges and agrees that the Confidential Information (as defined below) is a valuable, special and unique asset of the Company's business. Accordingly, except in connection with the performance of his duties hereunder, Employee shall not at any time during or subsequent to the term of his employment hereunder disclose, directly or indirectly, to any person, firm, corporation, partnership, association or other entity any proprietary or confidential information relating to the Company or any information concerning the Company's financial condition or prospects, the Company's customers, the design, development, manufacture, marketing or sale of the Company's products or the Company's methods of operating its business (collectively "Confidential Information"). Confidential Information shall not include information which, at the time of disclosure, is known or available to the general public by publication or otherwise through no act or failure to act on the part of Employee.

b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's employment, for whatever reason and whether voluntary or involuntary, or at any time at the request of the Company, Employee shall promptly return all Confidential Information in the possession or under the control of Employee to the Company and shall not retain any copies or other reproductions or extracts thereof. Employee shall at any time at the request of the Company destroy or have destroyed all memoranda, notes, reports, and documents, whether in "hard copy" form or as stored on magnetic or other media, and all copies and other reproductions and extracts thereof, prepared by Employee and shall provide the Company with a certificate that the foregoing materials have in fact been returned or destroyed.

c. BOOKS AND RECORDS. All books, records and accounts whether prepared by Employee or otherwise coming into Employee's possession, shall be the exclusive property of the Company and shall be returned immediately to the Company upon termination of Employee's employment hereunder or upon the Company's request at any time.

16. INJUNCTION/SPECIFIC PERFORMANCE SETOFF. Employee acknowledges that a breach of any of the provisions of Paragraphs or hereof would result in immediate and irreparable injury to the Company which cannot be adequately or reasonably compensated at law. Therefore, Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, to a decree of specific performance and to a temporary and permanent injunction, without the posting of a bond, enjoining and restraining such breach by Employee or his agents, either directly or indirectly, and that such right to injunction shall be cumulative to whatever other remedies for actual damages to which the Company is entitled. Employee further agrees that, except as otherwise provided in Paragraph hereof, the Company may set off against or recoup from any amounts due under this Agreement to the extent of any losses incurred by the Company as a result of any breach by Employee of the provisions of Paragraphs or hereof.

17. SEVERABILITY: Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18. SUCCESSORS: This Agreement shall be binding upon Employee and inure to his and his estate's benefit, and shall be binding upon and inure to the benefit of the Company and any permitted successor of the Company. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any corporation which is the successor in interest to the Company by reason of a merger, consolidation or sale of substantially all of the assets of the Company. The foregoing sentence shall not be deemed to have any effect upon the rights of Employee upon a Change of Control.

19. CONTROLLING LAW: This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Florida.

20. NOTICES. Any notice required or permitted to be given hereunder shall be written and sent by registered or certified mail, telecommunicated or hand delivered at the address set forth herein or to any other address of which notice is given:

To the Company: OutSource International, Inc. 1144 East Newport Center Drive Deerfield Beach, Florida 33442 Attention: General Counsel

To Employee: Robert A. Lefcort

21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto on the subject matter hereof and may not be modified without the written agreement of both parties hereto.

22. WAIVER. A waiver by any party of any of the terms and conditions hereof shall not be construed as a general waiver by such party.

23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute a single agreement.

24. INTERPRETATION. In the event of a conflict between the provisions of this Agreement and any other agreement or document defining rights and duties of Employee or the Company upon Employee's termination, the rights and duties set forth in this Agreement shall control.

25. CERTAIN LIMITATIONS ON REMEDIES. Paragraph provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph shall constitute the sole and exclusive remedies of Employee. This Paragraph 25 shall have no effect upon the provisions of Paragraph of this Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been executed by the parties as of the date first above written.

COMPANY:

OUTSOURCE INTERNATIONAL, INC.

EMPLOYEE:

EXHIBIT 10.13

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of March 3, 1997, by and between OutSource International, Inc., a Florida corporation (the "Company"), and Robert E. Tomlinson, Chief Financial Officer ("Employee").

WHEREAS, the Company, through its Board of Directors, desires to retain the services of Employee, and Employee desires to be retained by the Company, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment, as Chief Financial Officer of the Company upon the terms subject to this Agreement.

2. TERM. The term ("Term") of this Agreement shall commence on March 3, 1997, and shall continue until terminated in accordance with the terms hereof.

3. DUTIES. During his employment hereunder, Employee will serve as the Chief Financial Officer of the Company. Employee shall report directly to the President of the Company and shall serve at his direction. Employee shall perform services as assigned by the President of the Company consistent with the title of Chief Financial Officer. Employee shall diligently perform such duties and shall devote his entire business skill, time and effort to his employment and his duties hereunder and shall not during the Term, directly or indirectly, alone or as a member of a partnership, or as an officer, director, employee or agent of any other person, firm or business organization engage in any other business activities or pursuits requiring his personal service that materially conflict with his duties hereunder or the diligent performance of such duties. This shall not, however, preclude Employee from serving on boards of directors of other corporations; provided that such service does not conflict with the duties of Employee hereunder or result in a conflict of interest.

4. COMPENSATION.

a. SALARY. During his employment hereunder, Employee shall be paid an initial salary of $145,000 per year, payable in equal installments not less than monthly ("Base Salary"). The Employee's Base Salary shall be reviewed at least annually by the Board of Directors or any Committee of the Board delegated the authority to review executive compensation.

b. BONUS. In addition to Base Salary, Employee shall be entitled to participate in the Company's Stock Option Plan, as amended and restated (the "Stock Option Plan") and, in addition, to participate in a Management Bonus Program to be established by the Company with an initial targeted bonus for calendar year 1997 of $58,000 for Employee, based upon the achievement of mutually agreed upon goals and objectives (hereafter the "Management Bonus Program").

c. INSURANCE. During his employment hereunder, Employee shall be entitled to participate in such health, life, disability and other insurance programs, if any, that the Company may offer to other key executive employees of the Company from time to time.

d. OTHER BENEFITS. During his employment hereunder, Employee shall be entitled to such other benefits, if any, that the Company may offer to other key executive employees of the Company from time to time.

e. VACATION. Employee shall be entitled to four weeks' vacation leave (in addition to holidays) in each calendar year during the Term, or such additional amount as may be set forth in the vacation policy that the Company shall establish from time to time. Except with respect to vacation time unused as the result of a written request by the Company to postpone a vacation, any unused vacation from one calendar year shall not carry-over to any subsequent calendar year.

f. EXPENSE REIMBURSEMENT. Employee shall, upon submission of appropriate supporting documentation, be entitled to reimbursement of reasonable out-of-pocket expenses incurred in the performance of his duties hereunder in accordance with policies established by the Company. Such expenses shall include, without limitation, reasonable travel and entertainment expenses, gasoline and toll expenses and cellular phone use charges, if such charges are directly related to the business of the Company.

5. GROUNDS FOR TERMINATION.

The Board of Directors of the Company may terminate this Agreement for any reason at any time including, without limitation, for "Cause." As used herein, "Cause" shall mean any of the following: (i) failure on the part of Employee to disclose to Company in writing on or before the date hereof Employee's breach of or default under any employment, non-compete, confidentiality or other agreement between Employee and any prior employer of Employee (including without limitation any breach or default that might result from Employee's entering into or performing his duties and obligations under this Agreement); (ii) an act of willful misconduct or gross negligence by Employee in the performance of his material duties or obligations to the Company; (iii) indictment of Employee for a felony involving moral turpitude, whether relating to his employment or otherwise;
(iv) an act of dishonesty or breach of trust on the part of Employee resulting or intended to result directly or indirectly in personal gain or enrichment at the expense of the Company; (v) conduct on the part of Employee intended to injure the business of the Company; (vi) Employee's

addiction to any drug or chemical; (vii) Employee's insubordination unless resulting from Employee's refusal to do an illegal act; (viii) a material failure of Employee to perform or observe the provisions of this Agreement (other than by reason of disability as defined herein). The existence of any of the foregoing events or conditions, except under clause (iii), shall be determined by the Board of Directors (excluding the Employee) in the exercise of its reasonable judgment provided that if such occurrence relates to section (i), (vi) or (viii) above, it must persist more than (a) five (5) days after notice is given to Employee by personal delivery or (b) ten (10) days after a notice is given to Employee by any other means, each notice which details the occurrence. Notwithstanding the foregoing, if occurrence under sections (ii), (v), (vii) or (viii) cannot reasonably be remedied within the time periods set forth, the Board of Directors shall not exercise its right to terminate under this section if Employee begins to remedy the occurrence within the time period and continues actively and diligently in good faith to completely remedy such occurrence. As used herein "insubordination" means Employee failing to use his best efforts to comply with a written directive made by the Company's Board of Directors for any action or inaction not inconsistent with the duties set forth here.

6. TERMINATION BY EMPLOYEE.

Employee may terminate this Agreement with Good Reason. "Good Reason" means:

a. At any time the Employee is required, without his written consent, to relocate his office more than seventy-five miles from the location of the Company's current corporate headquarters;

b. The Company decreases the Employee's compensation below the levels provided for by the terms of Section 4 (taking into account increases made from time to time in accordance with Section 4);

c. A material breach of the provisions of this Agreement by the Company (except those set forth in Paragraph ) and Employee provides at least 15 days prior written notice to at least two members of the Company's Board of Directors (other than Employee) of the existence of such breach and his intention to terminate this Agreement (no such termination shall be effective if such breach is cured during such period or if the Company is in good faith attempting to cure such breach);

d. The failure of the Company to comply with the provisions of Paragraph for an uninterrupted 10 day period; or

e. The Company materially reduces the Employee's benefits under any employee benefit plan, program or arrangement of the Company (other than a change that affects all

employees similarly situated) from the level in effect upon the Employee's commencement or participation.

7. PAYMENT AND OTHER PROVISIONS UPON TERMINATION.

a. In the event that: Employee's employment with the Company (including its subsidiaries) is terminated by the Company for Cause as provided in Paragraph ; or Employee terminates his employment without Good Reason as described in Paragraph ; then, on or before Employee's last day of employment with the Company:

i. SALARY AND BONUS PAYMENTS: The Company shall pay in a lump sum to Employee such amount of compensation due to Employee hereunder for services rendered to the Company, as well as compensation for unused vacation time, as has accrued but remains unpaid. Any and all other rights granted to Employee under this Agreement shall terminate as of the date of termination.

ii. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph shall continue to apply with respect to Employee for a period of one year following the date of termination.

b. In the event that: Employee's employment with the Company (including its subsidiaries) is terminated by the Company for any reason other than for Cause as provided in Paragraph and other than as a consequence of Employee's death, disability, or normal retirement under the Company's retirement plans and practices; or Employee terminates his employment with Good Reason as described in Paragraph ; then:

i. SALARY AND BONUS PAYMENTS: On or before Employee's last day of employment with the Company, the Company shall pay to Employee, as compensation for services rendered to the Company, a cash amount equal to the sum of (x) the amount of Employee's Base Salary and (y) ninety percent of the amount of the estimated target bonus under the Management Bonus Program as in effect immediately prior to his date of termination (the "Cash Amount"). The final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in Section 7.a.i. At the election of the Company, the Cash Amount may be paid to Employee in periodic installments in accordance with the regular salary payment practices of the Company, with the first such installment to be paid on or before Employee's last day of employment with the Company. Notwithstanding the foregoing sentence, the entire Cash Amount shall be paid to Employee during the period not to exceed one year following Employee's last day of employment with the Company. No interest shall be paid with respect to any of the Cash Amount not paid on the Employee's date of termination.

ii. BENEFIT PLAN COVERAGE: The Company shall maintain in full force and effect for Employee and his dependents for one year after the date of termination, all life, health,

accident, and disability benefit plans and other similar employee benefit plans, programs and arrangements in which Employee or his dependents were entitled to participate immediately prior to the date of termination, in such amounts as were in effect immediately prior to the date of termination, provided that such continued participation is possible under the general terms and provisions of such benefit plans, programs and arrangements. In the event that participation in any benefit plan, program or arrangement described above is barred, or any such benefit plan, program or arrangement is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide Employee and his dependents for one year after the date of termination with benefits substantially similar to those that they were entitled to receive under such benefit plans, programs and arrangements immediately prior to the date of termination, or, at the Company's option, a lump sum payment to Employee equal to the Company's cost immediately prior to termination to provide such benefits. If immediately prior to the date of termination the Company provided Employee with any club memberships, Employee will be entitled to continue such memberships at his sole expense. Notwithstanding any time period for continued benefits stated in this Paragraph
7.b.ii, all benefits in this Paragraph 7.b.ii will terminate on the date that Employee becomes an employee of another employer and eligible to participate in the employee benefit plans of such other employer. To the extent that Employee was required to contribute amounts for the benefits described in this Paragraph
7.b.ii prior to his termination, he shall continue to contribute such amounts for such time as these benefits continue in effect after termination.

iii.[INTENTIONALLY OMITTED]

iv. SAVINGS AND OTHER PLANS: Except as otherwise more specifically provided herein or under the terms of the respective plans relating to termination of employment, Employee's active participation in any applicable savings, retirement, profit sharing or supplemental employee retirement plans or any deferred compensation or similar plan of the Company or any of its subsidiaries shall continue only through the last day of his employment. All other provisions, including any distribution and/or vested rights under such plans, shall be governed by the terms of those respective plans.

v. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph shall continue, beyond the time periods set forth in such paragraph, to apply with respect to Employee for the shorter of (x) twelve months following the date of termination or (y) until such time as the Company has failed to comply with the provisions of Paragraph for a an uninterrupted 10-day period and such failure is not cured within 5 days after written notice of such failure is delivered to at least two directors of the Company (other than Employee).

c. In the event that Employee terminates his employment with Good Reason as described in Paragraph , the following provisions shall also apply.

i. EXERCISABILITY OF STOCK OPTIONS. Notwithstanding the vesting period provided for in the Stock Option Plan and any related stock option agreements between the Company and Employee for stock options ("options") and stock appreciation rights ("rights") granted Employee by the Company, all options and stock appreciation rights shall be immediately exercisable upon termination of employment. In addition, Employee will have the right to exercise all options and rights for the shorter of (x) one year following his termination of employment or (y) with respect to each option, the remainder of the period of exercisability under the terms of the appropriate documents that grant such options.

d. The provisions of this Paragraph shall apply if Employee's employment is terminated prior to or more than two years after the occurrence of a Change of Control (as defined in Paragraph ). From the occurrence of any Change of Control until the second anniversary of such Change of Control, the provisions of Paragraph shall apply in place of this Paragraph , EXCEPT THAT in the event that after a Change of Control Employee's employment is terminated by Employee without Good Reason or Company terminates Employee for Cause, then the provisions of Paragraph shall not apply and the provisions of Paragraph shall apply. Termination upon death, disability and retirement are covered by Paragraphs , , and , respectively.

8. PAYMENT AND OTHER PROVISIONS AFTER CHANGE OF CONTROL.

a. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS: In the event Employee's employment with the Company is terminated within two years following the occurrence of a Change of Control (other than as a consequence of his death or disability, or of his normal retirement under the Company's retirement plans and practices) either (x) by the Company for any reason other than for Cause or (z) by Employee with Good Reason as provided in Paragraph , then Employee shall be entitled to receive from the Company, the following:

i. BASE SALARY. Employee's Base Salary as in effect at the date of termination, multiplied by two, shall be paid on the date of termination;

ii. TARGET BONUS. Ninety percent of the amount of the Employee's estimated target bonus under the Management Bonus Program for the fiscal year in which the date of termination occurs, multiplied by two, shall be paid on the date of termination; the final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in Section 7.a.i.; and

iii. [OMITTED INTENTIONALLY]

iv. OTHER BENEFITS. All benefits under Paragraphs 7.b.ii, and
7.c.i shall be extended to Employee as described in such paragraphs.

b. NONCOMPETITION/NONSOLICITATION PERIOD. In the event of a termination under Paragraph 8.a within one year after a Change of Control the provisions of Paragraph 14 shall continue to apply as stated in paragraph 7.b.v.

c. For purposes of this Agreement, the term "Change of Control" shall mean:

i. The acquisition, other than from the Company, by any individual, entity or group (within the meaning of ss. 13(d)(3) or ss. 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (any of the foregoing described in this Paragraph hereafter a "Person") of 33% or more of either (a) the then outstanding shares of Capital Stock of the Company (the "Outstanding Capital Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Voting Securities"), PROVIDED, HOWEVER, that any acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or
(y) any Person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of Voting Securities, whether or not such Person shall have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule 13D with respect to beneficial ownership of 33% or more of the Voting Securities or (z) any corporation with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Capital Stock and Voting Securities, as the case may be, shall not constitute a Change of Control; or

ii. Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or

iii. Approval by the shareholders of the Company of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or

substantially all holders of the Outstanding Capital Stock and Voting Securities immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination; or

iv. (a) a complete liquidation or dissolution of the Company or
(b) a sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Capital Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition.

9. TERMINATION BY REASON OF DEATH. If Employee shall die while employed by the Company both prior to termination of employment and during the effective term of this Agreement, all Employee's rights under this Agreement shall terminate with the payment of that portion of Base Salary as has accrued but remains unpaid and a prorated amount of targeted bonus under the Company's Management Bonus Program through the month in which his death occurs, plus three additional months of the fixed salary and targeted bonus. The calculation of Employee's target bonus shall be made, and any bonus amount due to Employee paid, in the manner set forth in Section 7.a.i. All benefits under Paragraphs
7.b.ii, 7.b.iv and 7.c.i shall be extended to Employee's estate as described in such paragraphs. In addition, Employee's eligible dependents shall receive continued benefit plan coverage under Paragraph 7.b.ii for three months from the date of Employee's death.

10. TERMINATION BY DISABILITY. Employee's employment hereunder may be terminated by the Company for disability. In such event, all Employee's rights under this Agreement shall terminate with the payment of that portion of Base Salary as has accrued but remains unpaid as of the thirtieth (30th) day after such notice is given EXCEPT that all benefits under Paragraphs , and 7.c.i shall be extended to Employee as described in such paragraphs, PROVIDED, HOWEVER, that, with respect to Paragraph , the period for continued benefit plan coverage shall be limited to six months from the date of termination. In addition, the noncompetition and nonsolicitation provisions of Paragraph shall continue to apply to Employee for a period of six months from the date of termination. For purposes of this Agreement, "disability" is defined to mean that, as a result of Employee's incapacity due to physical or mental illness:

a. Employee shall have been absent from his duties as an officer of the Company on a substantially full-time basis for six (6) consecutive months; and

b. Within thirty (30) days after the Company notifies Employee in writing that it intends to replace him, Employee shall not have returned to the performance of his duties as an officer of the Company on a full-time basis.

11. RETIREMENT. It is expected that the Compensation Committee of the Company's Board of Directors will develop a benefit plan for retirement. It is expected that Employee's rights upon retirement will be specifically described in such retirement benefit plan. If retirement benefits for Employee are not specifically described in such plan, the Company shall provide Employee upon retirement benefits no lesser than the highest level of benefits accorded any other retiring executive officer during the five year period immediately preceding Employee's retirement.

12. INDEMNIFICATION. If litigation shall be brought to enforce or interpret any provision contained herein, the non-prevailing party shall indemnify the prevailing party for reasonable attorney's fees (including those for negotiations, trial and appeals) and disbursements incurred by the prevailing party in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the prevailing party calculated at the generally prevailing NationsBank of Florida, N.A. base rate of interest charged to its commercial customers in effect from time to time from the date that payment(s) to him should have been made under this Agreement.

13. [INTENTIONALLY OMITTED]

14. NONCOMPETITION AND NONSOLICITATION.

a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:

i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;

ii. Divulge the names and addresses or any information concerning any customer of the Company;

iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;

iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.

b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.

c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.

d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.

e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.

15. CONFIDENTIALITY

a. NONDISCLOSURE. Employee acknowledges and agrees that the Confidential Information (as defined below) is a valuable, special and unique asset of the Company's business. Accordingly, except in connection with the performance of his duties hereunder, Employee shall not at any time during or subsequent to the term of his employment hereunder disclose, directly or indirectly, to any person, firm, corporation, partnership, association or other entity any proprietary or confidential information relating to the Company or any information concerning the Company's financial condition or prospects, the Company's customers, the design, development, manufacture, marketing or sale of the Company's products or the Company's methods of operating its business (collectively "Confidential Information").

Confidential Information shall not include information which, at the time of disclosure, is known or available to the general public by publication or otherwise through no act or failure to act on the part of Employee.

b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's employment, for whatever reason and whether voluntary or involuntary, or at any time at the request of the Company, Employee shall promptly return all Confidential Information in the possession or under the control of Employee to the Company and shall not retain any copies or other reproductions or extracts thereof. Employee shall at any time at the request of the Company destroy or have destroyed all memoranda, notes, reports, and documents, whether in "hard copy" form or as stored on magnetic or other media, and all copies and other reproductions and extracts thereof, prepared by Employee and shall provide the Company with a certificate that the foregoing materials have in fact been returned or destroyed.

c. BOOKS AND RECORDS. All books, records and accounts whether prepared by Employee or otherwise coming into Employee's possession, shall be the exclusive property of the Company and shall be returned immediately to the Company upon termination of Employee's employment hereunder or upon the Company's request at any time.

16. INJUNCTION/SPECIFIC PERFORMANCE SETOFF. Employee acknowledges that a breach of any of the provisions of Paragraphs or 15 hereof would result in immediate and irreparable injury to the Company which cannot be adequately or reasonably compensated at law. Therefore, Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, to a decree of specific performance and to a temporary and permanent injunction, without the posting of a bond, enjoining and restraining such breach by Employee or his agents, either directly or indirectly, and that such right to injunction shall be cumulative to whatever other remedies for actual damages to which the Company is entitled. Employee further agrees that, except as otherwise provided in Paragraph hereof, the Company may set off against or recoup from any amounts due under this Agreement to the extent of any losses incurred by the Company as a result of any breach by Employee of the provisions of Paragraphs or hereof.

17. SEVERABILITY. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18. SUCCESSORS. This Agreement shall be binding upon Employee and inure to his and his estate's benefit, and shall be binding upon and inure to the benefit of the Company and any permitted successor of the Company. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any corporation which is the successor in interest to the Company by reason of a merger, consolidation or sale of substantially all of the assets of the Company. The

foregoing sentence shall not be deemed to have any effect upon the rights of Employee upon a Change of Control.

19. CONTROLLING LAW. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Florida.

20. NOTICES. Any notice required or permitted to be given hereunder shall be written and sent by registered or certified mail, telecommunicated or hand delivered at the address set forth herein or to any other address of which notice is given:

To the Company:           OutSource International, Inc.
                          1444 East Newport Center Drive
                          Deerfield Beach, Florida 33442
                          Attention: General Counsel

To Employee:              Robert E. Tomlinson

                          ------------------------------

                          ------------------------------

21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto on the subject matter hereof and may not be modified without the written agreement of both parties hereto.

22. WAIVER. A waiver by any party of any of the terms and conditions hereof shall not be construed as a general waiver by such party.

23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute a single agreement.

24. INTERPRETATION. In the event of a conflict between the provisions of this Agreement and any other agreement or document defining rights and duties of Employee or the Company upon Employee's termination, the rights and duties set forth in this Agreement shall control.

25. CERTAIN LIMITATIONS ON REMEDIES. Paragraph provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph shall constitute the sole and exclusive remedies of Employee. This Paragraph 25 shall have no effect upon the provisions of Paragraph of this Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been executed by the parties as of the date first above written.

COMPANY:

OUTSOURCE INTERNATIONAL, INC.

EMPLOYEE:

EXHIBIT 10.14

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of March 3, 1997 by and between OutSource International, Inc., a Florida corporation (the "Company"), and James E. Money, President, Labor World Division ("Employee").

WHEREAS, the Company, through its Board of Directors, desires to retain the services of Employee, and Employee desires to be retained by the Company, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment, as President of the Labor World Division of the Company upon the terms subject to this Agreement.

2. TERM. The term ("Term") of this Agreement shall commence on March 3, 1997 and shall continue until terminated in accordance with the terms hereof.

3. DUTIES. During his employment hereunder, Employee will serve as the President of the Labor World Division. Employee shall report directly to the President of the Company and shall serve at his direction. Employee shall perform services as assigned by the President of the Company consistent with the title of President, Labor World Division. Employee shall diligently perform such duties and shall devote his entire business skill, time and effort to his employment and his duties hereunder and shall not during the Term, directly or indirectly, alone or as a member of a partnership, or as an officer, director, employee or agent of any other person, firm or business organization engage in any other business activities or pursuits requiring his personal service that materially conflict with his duties hereunder or the diligent performance of such duties. This shall not, however, preclude Employee from serving on boards of directors of other corporations; provided that such service does not conflict with the duties of Employee hereunder or result in a conflict of interest.

4. COMPENSATION.

a. SALARY. During his employment hereunder, Employee shall be paid an initial salary of $185,000 per year, payable in equal installments not less than monthly ("Base Salary"). The Employee's Base Salary shall be reviewed at least annually by the Board of Directors or any Committee of the Board delegated the authority to review executive compensation.

b. BONUS. In addition to Base Salary, Employee shall be entitled to participate in the Company's Stock Option Plan as amended and restated (the "Stock Option Plan") and, in addition, to participate in a Management Bonus Program to be established by the Company with an initial targeted bonus for calendar year 1997 of $92,500 for Employee, based upon the achievement of mutually agreed upon goals and objectives (hereafter the "Management Bonus Program").

c. INSURANCE. During his employment hereunder, Employee shall be entitled to participate in such health, life, disability and other insurance programs, if any, that the Company may offer to other key executive employees of the Company from time to time.

d. OTHER BENEFITS. During his employment hereunder, Employee shall be entitled to such other benefits, if any, that the Company may offer to other key executive employees of the Company from time to time.

e. VACATION. Employee shall be entitled to four weeks' vacation leave (in addition to holidays) in each calendar year during the Term, or such additional amount as may be set forth in the vacation policy that the Company shall establish from time to time. Except with respect to vacation time unused as the result of a written request by the Company to postpone a vacation, any unused vacation from one calendar year shall not carry-over to any subsequent calendar year.

f. EXPENSE REIMBURSEMENT. Employee shall, upon submission of appropriate supporting documentation, be entitled to reimbursement of reasonable out-of-pocket expenses incurred in the performance of his duties hereunder in accordance with policies established by the Company. Such expenses shall include, without limitation, reasonable travel and entertainment expenses, gasoline and toll expenses and cellular phone use charges, if such charges are directly related to the business of the Company.

5. GROUNDS FOR TERMINATION.

The Board of Directors of the Company may terminate this Agreement for any reason at any time including, without limitation, for "Cause." As used herein, "Cause" shall mean any of the following: (i) failure on the part of Employee to disclose to Company in writing on or before the date hereof Employee's breach of or default under any employment, non-compete, confidentiality or other agreement between Employee and any prior employer of Employee (including without limitation any breach or default that might result from Employee's entering into or performing his duties and obligations under this Agreement); (ii) an act of willful misconduct or gross negligence by Employee in the performance of his material duties or obligations to the Company; (iii) indictment of Employee for a felony involving moral turpitude, whether relating to his employment or otherwise;
(iv) an act of dishonesty or breach of trust on the part of Employee resulting or intended to result directly or indirectly in personal gain or enrichment at the expense of the Company; (v) conduct on the part of Employee intended to injure the business of the Company; (vi) Employee's

addiction to any drug or chemical; (vii) Employee's insubordination unless resulting from Employee's refusal to do an illegal act; (viii) a material failure of Employee to perform or observe the provisions of this Agreement (other than by reason of disability as defined herein). The existence of any of the foregoing events or conditions, except under clause (iii), shall be determined by the Board of Directors (excluding the Employee) in the exercise of its reasonable judgment provided that if such occurrence relates to section (i), (vi) or (viii) above, it must persist more than (a) five (5) days after notice is given to Employee by personal delivery or (b) ten (10) days after a notice is given to Employee by any other means, each notice which details the occurrence. Notwithstanding the foregoing, if occurrence under sections (ii), (v), (vii) or (viii) cannot reasonably be remedied within the time periods set forth, the Board of Directors shall not exercise its right to terminate under this section if Employee begins to remedy the occurrence within the time period and continues actively and diligently in good faith to completely remedy such occurrence. As used herein "insubordination" means Employee failing to use his best efforts to comply with a written directive made by the Company's Board of Directors for any action or inaction not inconsistent with the duties set forth here.

6. TERMINATION BY EMPLOYEE.

Employee may terminate this Agreement with Good Reason. "Good Reason" means:

a. At any time the Employee is required, without his written consent, to relocate his office more than seventy-five miles from the principal location of his employment on the date hereof;

b. The Company decreases the Employee's compensation below the levels provided for by the terms of Section 4 (taking into account increases made from time to time in accordance with Section 4);

c. A material breach of the provisions of this Agreement by the Company (except those set forth in Paragraph ) and Employee provides at least 15 days prior written notice to at least two members of the Company's Board of Directors (other than Employee) of the existence of such breach and his intention to terminate this Agreement (no such termination shall be effective if such breach is cured during such period or if the Company is in good faith attempting to cure such breach);

d. The failure of the Company to comply with the provisions of Paragraph for an uninterrupted 10 day period; or

e. The Company materially reduces the Employee's benefits under any employee benefit plan, program or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement or participation.

7. PAYMENT AND OTHER PROVISIONS UPON TERMINATION.

a. In the event that: Employee's employment with the Company (including its subsidiaries) is terminated by the Company for Cause as provided in Paragraph ; or Employee terminates his employment without Good Reason as described in Paragraph ; then, on or before Employee's last day of employment with the Company:

i. SALARY AND BONUS PAYMENTS: The Company shall pay in a lump sum to Employee such amount of compensation due to Employee hereunder for services rendered to the Company, as well as compensation for unused vacation time, as has accrued but remains unpaid. Any and all other rights granted to Employee under this Agreement shall terminate as of the date of termination.

ii. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph shall continue to apply with respect to Employee for a period of one year following the date of termination.

b. In the event that: Employee's employment with the Company (including its subsidiaries) is terminated by the Company for any reason other than for Cause as provided in Paragraph and other than as a consequence of Employee's death, disability, or normal retirement under the Company's retirement plans and practices; or Employee terminates his employment with Good Reason as described in Paragraph ; then:

i. SALARY AND BONUS PAYMENTS: On or before Employee's last day of employment with the Company, the Company shall pay to Employee, as compensation for services rendered to the Company, a cash amount equal to the sum of (x) one-half (1/2) of the amount of Employee's Base Salary and (y) ninety percent of one-half (1/2) of the amount of the estimated target bonus under the Management Bonus Program as in effect immediately prior to his date of termination (the "Cash Amount"). The final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in
Section 7.a.i. At the election of the Company, the Cash Amount may be paid to Employee in periodic installments in accordance with the regular salary payment practices of the Company, with the first such installment to be paid on or before Employee's last day of employment with the Company. Notwithstanding the foregoing sentence, the entire Cash Amount shall be paid to Employee during the period not to exceed one year following Employee's last day of employment with the Company. No interest shall be paid with respect to any of the Cash Amount not paid on the Employee's date of termination.

ii. BENEFIT PLAN COVERAGE: The Company shall maintain in full force and effect for Employee and his dependents for one year after the date of termination, all life, health, accident, and disability benefit plans and other similar employee benefit plans, programs and arrangements in which Employee or his dependents were entitled to participate immediately prior to the date of termination, in such amounts as were in effect

immediately prior to the date of termination, provided that such continued participation is possible under the general terms and provisions of such benefit plans, programs and arrangements. In the event that participation in any benefit plan, program or arrangement described above is barred, or any such benefit plan, program or arrangement is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide Employee and his dependents for one year after the date of termination with benefits substantially similar to those that they were entitled to receive under such benefit plans, programs and arrangements immediately prior to the date of termination, or, at the Company's option, a lump sum payment to Employee equal to the Company's cost immediately prior to termination to provide such benefits. If immediately prior to the date of termination the Company provided Employee with any club memberships, Employee will be entitled to continue such memberships at his sole expense. Notwithstanding any time period for continued benefits stated in this Paragraph 7.b.ii, all benefits in this Paragraph 7.b.ii will terminate on the date that Employee becomes an employee of another employer and eligible to participate in the employee benefit plans of such other employer. To the extent that Employee was required to contribute amounts for the benefits described in this Paragraph 7.b.ii prior to his termination, he shall continue to contribute such amounts for such time as these benefits continue in effect after termination.

iii.[INTENTIONALLY OMITTED]

iv. SAVINGS AND OTHER PLANS: Except as otherwise more specifically provided herein or under the terms of the respective plans relating to termination of employment, Employee's active participation in any applicable savings, retirement, profit sharing or supplemental employee retirement plans or any deferred compensation or similar plan of the Company or any of its subsidiaries shall continue only through the last day of his employment. All other provisions, including any distribution and/or vested rights under such plans, shall be governed by the terms of those respective plans.

v. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph shall continue, beyond the time periods set forth in such paragraph, to apply with respect to Employee for the shorter of (x) twelve months following the date of termination or (y) until such time as the Company has failed to comply with the provisions of Paragraph for a an uninterrupted 10-day period and such failure is not cured within 5 days after written notice of such failure is delivered to at least two directors of the Company (other than Employee).

c. In the event that Employee terminates his employment with Good Reason as described in Paragraph , the following provisions shall also apply.

i. EXERCISABILITY OF STOCK OPTIONS. Notwithstanding the vesting period provided for in the Stock Option Plan and any related stock option agreements between the Company and Employee for stock options ("options") and stock appreciation rights ("rights") granted Employee by the Company, all options and stock appreciation rights shall be

immediately exercisable upon termination of employment. In addition, Employee will have the right to exercise all options and rights for the shorter of (x) one year following his termination of employment or (y) with respect to each option, the remainder of the period of exercisability under the terms of the appropriate documents that grant such options.

d. The provisions of this Paragraph shall apply if Employee's employment is terminated prior to or more than two years after the occurrence of a Change of Control (as defined in Paragraph ). From the occurrence of any Change of Control until the second anniversary of such Change of Control, the provisions of Paragraph shall apply in place of this Paragraph , EXCEPT THAT in the event that after a Change of Control Employee's employment is terminated by Employee without Good Reason or Company terminates Employee for Cause, then the provisions of Paragraph shall not apply and the provisions of Paragraph shall apply. Termination upon death, disability and retirement are covered by Paragraphs , , and , respectively.

8. PAYMENT AND OTHER PROVISIONS AFTER CHANGE OF CONTROL.

a. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS: In the event Employee's employment with the Company is terminated within two years following the occurrence of a Change of Control (other than as a consequence of his death or disability, or of his normal retirement under the Company's retirement plans and practices) either (x) by the Company for any reason whatsoever or (z) by Employee with Good Reason as provided in Paragraph , then Employee shall be entitled to receive from the Company, the following:

i. BASE SALARY. Employee's Base Salary as in effect at the date of termination shall be paid on the date of termination;

ii. TARGET BONUS. Ninety percent of the amount of the Employee's estimated target bonus under the Management Bonus Program for the fiscal year in which the date of termination occurs shall be paid on the date of termination; the final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in Section 7.a.i.; and

iii. [OMITTED INTENTIONALLY]

iv. OTHER BENEFITS. All benefits under Paragraphs 7.b.ii, and
7.c.i shall be extended to Employee as described in such paragraphs.

b. NONCOMPETITION/NONSOLICITATION PERIOD. In the event of a termination under Paragraph 8.a within one year after a Change of Control the provisions of Paragraph 14 shall continue to apply as stated in paragraph 7.b.v.

c. For purposes of this Agreement, the term "Change of Control" shall mean:

i. The acquisition, other than from the Company, by any individual, entity or group (within the meaning of ss. 13(d)(3) or ss. 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (any of the foregoing described in this Paragraph hereafter a "Person") of 33% or more of either (a) the then outstanding shares of Capital Stock of the Company (the "Outstanding Capital Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Voting Securities"), PROVIDED, HOWEVER, that any acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or
(y) any Person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of Voting Securities, whether or not such Person shall have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule 13D with respect to beneficial ownership of 33% or more of the Voting Securities or (z) any corporation with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Capital Stock and Voting Securities, as the case may be, shall not constitute a Change of Control; or

ii. Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or

iii. Approval by the shareholders of the Company of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all holders of the Outstanding Capital Stock and Voting Securities immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination; or

iv. (a) a complete liquidation or dissolution of the Company or
(b) a sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Capital Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition.

9. TERMINATION BY REASON OF DEATH. If Employee shall die while employed by the Company both prior to termination of employment and during the effective term of this Agreement, all Employee's rights under this Agreement shall terminate with the payment of that portion of Base Salary as has accrued but remains unpaid and a prorated amount of targeted bonus under the Company's Management Bonus Program through the month in which his death occurs, plus three additional months of the fixed salary and targeted bonus. The calculation of Employee's target bonus shall be made, and any bonus amount due to Employee paid, in the manner set forth in Section 7.a.i. All benefits under Paragraphs
7.b.ii, 7.b.iv and 7.c.i shall be extended to Employee's estate as described in such paragraphs. In addition, Employee's eligible dependents shall receive continued benefit plan coverage under Paragraph 7.b.ii for three months from the date of Employee's death.

10. TERMINATION BY DISABILITY. Employee's employment hereunder may be terminated by the Company for disability. In such event, all Employee's rights under this Agreement shall terminate with the payment of that portion of Base Salary as has accrued but remains unpaid as of the thirtieth (30th) day after such notice is given EXCEPT that all benefits under Paragraphs , and 7.c.i shall be extended to Employee as described in such paragraphs, PROVIDED, HOWEVER, that, with respect to Paragraph , the period for continued benefit plan coverage shall be limited to six months from the date of termination. In addition, the noncompetition and nonsolicitation provisions of Paragraph shall continue to apply to Employee for a period of six months from the date of termination. For purposes of this Agreement, "disability" is defined to mean that, as a result of Employee's incapacity due to physical or mental illness:

a. Employee shall have been absent from his duties as an officer of the Company on a substantially full-time basis for six (6) consecutive months; and

b. Within thirty (30) days after the Company notifies Employee in writing that it intends to replace him, Employee shall not have returned to the performance of his duties as an officer of the Company on a full-time basis.

11. RETIREMENT. It is expected that the Compensation Committee of the Company's Board of Directors will develop a benefit plan for retirement. It is expected that Employee's rights

upon retirement will be specifically described in such retirement benefit plan. If retirement benefits for Employee are not specifically described in such plan, the Company shall provide Employee upon retirement benefits no lesser than the highest level of benefits accorded any other retiring executive officer during the five year period immediately preceding Employee's retirement.

12. INDEMNIFICATION. If litigation shall be brought to enforce or interpret any provision contained herein, the non-prevailing party shall indemnify the prevailing party for reasonable attorney's fees (including those for negotiations, trial and appeals) and disbursements incurred by the prevailing party in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the prevailing party calculated at the generally prevailing NationsBank of Florida, N.A. base rate of interest charged to its commercial customers in effect from time to time from the date that payment(s) to him should have been made under this Agreement.

13. [INTENTIONALLY OMITTED]

14. NONCOMPETITION AND NONSOLICITATION.

a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:

i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;

ii. Divulge the names and addresses or any information concerning any customer of the Company;

iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;

iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same,

similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.

b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.

c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.

d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.

e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.

15. CONFIDENTIALITY.

a. NONDISCLOSURE. Employee acknowledges and agrees that the Confidential Information (as defined below) is a valuable, special and unique asset of the Company's business. Accordingly, except in connection with the performance of his duties hereunder, Employee shall not at any time during or subsequent to the term of his employment hereunder disclose, directly or indirectly, to any person, firm, corporation, partnership, association or other entity any proprietary or confidential information relating to the Company or any information concerning the Company's financial condition or prospects, the Company's customers, the design, development, manufacture, marketing or sale of the Company's products or the Company's methods of operating its business (collectively "Confidential Information"). Confidential Information shall not include information which, at the time of disclosure, is known or available to the general public by publication or otherwise through no act or failure to act on the part of Employee.

b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's employment, for whatever reason and whether voluntary or involuntary, or at any time at the request of the Company, Employee shall promptly return all Confidential Information in the possession

or under the control of Employee to the Company and shall not retain any copies or other reproductions or extracts thereof. Employee shall at any time at the request of the Company destroy or have destroyed all memoranda, notes, reports, and documents, whether in "hard copy" form or as stored on magnetic or other media, and all copies and other reproductions and extracts thereof, prepared by Employee and shall provide the Company with a certificate that the foregoing materials have in fact been returned or destroyed.

c. BOOKS AND RECORDS. All books, records and accounts whether prepared by Employee or otherwise coming into Employee's possession, shall be the exclusive property of the Company and shall be returned immediately to the Company upon termination of Employee's employment hereunder or upon the Company's request at any time.

16. INJUNCTION/SPECIFIC PERFORMANCE SETOFF. Employee acknowledges that a breach of any of the provisions of Paragraphs or 15 hereof would result in immediate and irreparable injury to the Company which cannot be adequately or reasonably compensated at law. Therefore, Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, to a decree of specific performance and to a temporary and permanent injunction, without the posting of a bond, enjoining and restraining such breach by Employee or his agents, either directly or indirectly, and that such right to injunction shall be cumulative to whatever other remedies for actual damages to which the Company is entitled. Employee further agrees that, except as otherwise provided in Paragraph hereof, the Company may set off against or recoup from any amounts due under this Agreement to the extent of any losses incurred by the Company as a result of any breach by Employee of the provisions of Paragraphs or hereof.

17. SEVERABILITY: Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18. SUCCESSORS: This Agreement shall be binding upon Employee and inure to his and his estate's benefit, and shall be binding upon and inure to the benefit of the Company and any permitted successor of the Company. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any corporation which is the successor in interest to the Company by reason of a merger, consolidation or sale of substantially all of the assets of the Company. The foregoing sentence shall not be deemed to have any effect upon the rights of Employee upon a Change of Control.

19. CONTROLLING LAW: This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Florida.

20. NOTICES. Any notice required or permitted to be given hereunder shall be written and sent by registered or certified mail, telecommunicated or hand delivered at the address set forth herein or to any other address of which notice is given:

To the Company:           OutSource International, Inc.
                          1144 East Newport Center Drive
                          Deerfield Beach, Florida 33442
                          Attention: General Counsel

To Employee:              James E. Money

                          --------------------------------

                          --------------------------------

21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto on the subject matter hereof and may not be modified without the written agreement of both parties hereto.

22. WAIVER. A waiver by any party of any of the terms and conditions hereof shall not be construed as a general waiver by such party.

23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute a single agreement.

24. INTERPRETATION. In the event of a conflict between the provisions of this Agreement and any other agreement or document defining rights and duties of Employee or the Company upon Employee's termination, the rights and duties set forth in this Agreement shall control.

25. CERTAIN LIMITATIONS ON REMEDIES. Paragraph provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph shall constitute the sole and exclusive remedies of Employee. This Paragraph 25 shall have no effect upon the provisions of Paragraph of this Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been executed by the parties as of the date first above written.

COMPANY:

OUTSOURCE INTERNATIONAL, INC.

EMPLOYEE:

EXHIBIT 10.15

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of March 3, 1997 by and between OutSource International, Inc., a Florida corporation (the "Company"), and Robert Mitchell, President, Office Ours Division ("Employee").

WHEREAS, the Company, through its Board of Directors, desires to retain the services of Employee, and Employee desires to be retained by the Company, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment, as President of the Office Ours Division of the Company upon the terms subject to this Agreement.

2. TERM. The term ("Term") of this Agreement shall commence on March 3, 1997, and shall continue until terminated in accordance with the terms hereof.

3. DUTIES. During his employment hereunder, Employee will serve as the President of the Office Ours Division. Employee shall report directly to the President of the Company and shall serve at his direction. Employee shall perform services as assigned by the President of the Company consistent with the title of President, Office Ours Division. Employee shall diligently perform such duties and shall devote his entire business skill, time and effort to his employment and his duties hereunder and shall not during the Term, directly or indirectly, alone or as a member of a partnership, or as an officer, director, employee or agent of any other person, firm or business organization engage in any other business activities or pursuits requiring his personal service that materially conflict with his duties hereunder or the diligent performance of such duties. This shall not, however, preclude Employee from serving on boards of directors of other corporations; provided that such service does not conflict with the duties of Employee hereunder or result in a conflict of interest.

4. COMPENSATION.

a. SALARY. During his employment hereunder, Employee shall be paid an initial salary of $90,000 per year, payable in equal installments not less than monthly ("Base Salary"). The Employee's Base Salary shall be reviewed at least annually by the Board of Directors or any Committee of the Board delegated the authority to review executive compensation.

b. BONUS. In addition to Base Salary, Employee shall be entitled to participate in the Company's Stock Option Plan as amended and restated (the "Stock Option Plan") and, in addition, to participate in a Management Bonus Program to be established by the Company with an initial targeted bonus for calendar year 1997 of $45,000 for Employee, based upon the achievement of mutually agreed upon goals and objectives (hereafter the "Management Bonus Program").

c. INSURANCE. During his employment hereunder, Employee shall be entitled to participate in such health, life, disability and other insurance programs, if any, that the Company may offer to other key executive employees of the Company from time to time.

d. OTHER BENEFITS. During his employment hereunder, Employee shall be entitled to such other benefits, if any, that the Company may offer to other key executive employees of the Company from time to time.

e. VACATION. Employee shall be entitled to four weeks' vacation leave (in addition to holidays) in each calendar year during the Term, or such additional amount as may be set forth in the vacation policy that the Company shall establish from time to time. Except with respect to vacation time unused as the result of a written request by the Company to postpone a vacation, any unused vacation from one calendar year shall not carry-over to any subsequent calendar year.

f. EXPENSE REIMBURSEMENT. Employee shall, upon submission of appropriate supporting documentation, be entitled to reimbursement of reasonable out-of-pocket expenses incurred in the performance of his duties hereunder in accordance with policies established by the Company. Such expenses shall include, without limitation, reasonable travel and entertainment expenses, gasoline and toll expenses and cellular phone use charges, if such charges are directly related to the business of the Company.

5. GROUNDS FOR TERMINATION.

The Board of Directors of the Company may terminate this Agreement for any reason at any time including, without limitation, for "Cause." As used herein, "Cause" shall mean any of the following: (i) failure on the part of Employee to disclose to Company in writing on or before the date hereof Employee's breach of or default under any employment, non-compete, confidentiality or other agreement between Employee and any prior employer of Employee (including without limitation any breach or default that might result from Employee's entering into or performing his duties and obligations under this Agreement); (ii) an act of willful misconduct or gross negligence by Employee in the performance of his material duties or obligations to the Company; (iii) indictment of Employee for a felony involving moral turpitude, whether relating to his employment or otherwise;
(iv) an act of dishonesty or breach of trust on the part of Employee resulting or intended to result directly or indirectly in personal gain or enrichment at the expense of the Company; (v) conduct on the part of Employee intended to injure the business of the Company; (vi) Employee's

addiction to any drug or chemical; (vii) Employee's insubordination unless resulting from Employee's refusal to do an illegal act; (viii) a material failure of Employee to perform or observe the provisions of this Agreement (other than by reason of disability as defined herein). The existence of any of the foregoing events or conditions, except under clause (iii), shall be determined by the Board of Directors (excluding the Employee) in the exercise of its reasonable judgment provided that if such occurrence relates to section (i), (vi) or (viii) above, it must persist more than (a) five (5) days after notice is given to Employee by personal delivery or (b) ten (10) days after a notice is given to Employee by any other means, each notice which details the occurrence. Notwithstanding the foregoing, if occurrence under sections (ii), (v), (vii) or (viii) cannot reasonably be remedied within the time periods set forth, the Board of Directors shall not exercise its right to terminate under this section if Employee begins to remedy the occurrence within the time period and continues actively and diligently in good faith to completely remedy such occurrence. As used herein "insubordination" means Employee failing to use his best efforts to comply with a written directive made by the Company's Board of Directors for any action or inaction not inconsistent with the duties set forth here.

6. TERMINATION BY EMPLOYEE.

Employee may terminate this Agreement with Good Reason. "Good Reason" means:

a. At any time the Employee is required, without his written consent, to relocate his office more than seventy-five miles from the principal location of his employment on the date hereof;

b. The Company decreases the Employee's compensation below the levels provided for by the terms of Section 4 (taking into account increases made from time to time in accordance with Section 4);

c. A material breach of the provisions of this Agreement by the Company (except those set forth in Paragraph ) and Employee provides at least 15 days prior written notice to at least two members of the Company's Board of Directors (other than Employee) of the existence of such breach and his intention to terminate this Agreement (no such termination shall be effective if such breach is cured during such period or if the Company is in good faith attempting to cure such breach);

d. The failure of the Company to comply with the provisions of Paragraph for an uninterrupted 10 day period; or

e. The Company materially reduces the Employee's benefits under any employee benefit plan, program or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement or participation.

7. PAYMENT AND OTHER PROVISIONS UPON TERMINATION.

a. In the event that: Employee's employment with the Company (including its subsidiaries) is terminated by the Company for Cause as provided in Paragraph ; or Employee terminates his employment without Good Reason as described in Paragraph ; then, on or before Employee's last day of employment with the Company:

i. SALARY AND BONUS PAYMENTS: The Company shall pay in a lump sum to Employee such amount of compensation due to Employee hereunder for services rendered to the Company, as well as compensation for unused vacation time, as has accrued but remains unpaid. Any and all other rights granted to Employee under this Agreement shall terminate as of the date of termination.

ii. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph shall continue to apply with respect to Employee for a period of one year following the date of termination.

b. In the event that: Employee's employment with the Company (including its subsidiaries) is terminated by the Company for any reason other than for Cause as provided in Paragraph and other than as a consequence of Employee's death, disability, or normal retirement under the Company's retirement plans and practices; or Employee terminates his employment with Good Reason as described in Paragraph ; then:

i. SALARY AND BONUS PAYMENTS: On or before Employee's last day of employment with the Company, the Company shall pay to Employee, as compensation for services rendered to the Company, a cash amount equal to the sum of (x) one-fourth (1/4) of the amount of Employee's Base Salary and (y) ninety percent of one-fourth (1/4) of the amount of the estimated target bonus under the Management Bonus Program as in effect immediately prior to his date of termination (the "Cash Amount"). The final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in
Section 7.a.i. At the election of the Company, the Cash Amount may be paid to Employee in periodic installments in accordance with the regular salary payment practices of the Company, with the first such installment to be paid on or before Employee's last day of employment with the Company. Notwithstanding the foregoing sentence, the entire Cash Amount shall be paid to Employee during the period not to exceed one year following Employee's last day of employment with the Company. No interest shall be paid with respect to any of the Cash Amount not paid on the Employee's date of termination.

ii. BENEFIT PLAN COVERAGE: The Company shall maintain in full force and effect for Employee and his dependents for one year after the date of termination, all life, health, accident, and disability benefit plans and other similar employee benefit plans, programs and arrangements in which Employee or his dependents were entitled to participate immediately prior to the date of termination, in such amounts as were in effect

immediately prior to the date of termination, provided that such continued participation is possible under the general terms and provisions of such benefit plans, programs and arrangements. In the event that participation in any benefit plan, program or arrangement described above is barred, or any such benefit plan, program or arrangement is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide Employee and his dependents for one year after the date of termination with benefits substantially similar to those that they were entitled to receive under such benefit plans, programs and arrangements immediately prior to the date of termination, or, at the Company's option, a lump sum payment to Employee equal to the Company's cost immediately prior to termination to provide such benefits. If immediately prior to the date of termination the Company provided Employee with any club memberships, Employee will be entitled to continue such memberships at his sole expense. Notwithstanding any time period for continued benefits stated in this Paragraph 7.b.ii, all benefits in this Paragraph 7.b.ii will terminate on the date that Employee becomes an employee of another employer and eligible to participate in the employee benefit plans of such other employer. To the extent that Employee was required to contribute amounts for the benefits described in this Paragraph 7.b.ii prior to his termination, he shall continue to contribute such amounts for such time as these benefits continue in effect after termination.

iii.[INTENTIONALLY OMITTED]

iv. SAVINGS AND OTHER PLANS: Except as otherwise more specifically provided herein or under the terms of the respective plans relating to termination of employment, Employee's active participation in any applicable savings, retirement, profit sharing or supplemental employee retirement plans or any deferred compensation or similar plan of the Company or any of its subsidiaries shall continue only through the last day of his employment. All other provisions, including any distribution and/or vested rights under such plans, shall be governed by the terms of those respective plans.

v. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of Paragraph shall continue, beyond the time periods set forth in such paragraph, to apply with respect to Employee for the shorter of (x) twelve months following the date of termination or (y) until such time as the Company has failed to comply with the provisions of Paragraph for a an uninterrupted 10-day period and such failure is not cured within 5 days after written notice of such failure is delivered to at least two directors of the Company (other than Employee).

c. In the event that Employee terminates his employment with Good Reason as described in Paragraph , the following provisions shall also apply.

i. EXERCISABILITY OF STOCK OPTIONS. Notwithstanding the vesting period provided for in the Stock Option Plan and any related stock option agreements between the Company and Employee for stock options
("options") and stock appreciation rights ("rights")

granted Employee by the Company, all options and stock appreciation rights shall be immediately exercisable upon termination of employment. In addition, Employee will have the right to exercise all options and rights for the shorter of (x) one year following his termination of employment or (y) with respect to each option, the remainder of the period of exercisability under the terms of the appropriate documents that grant such options.

d. The provisions of this Paragraph shall apply if Employee's employment is terminated prior to or more than two years after the occurrence of a Change of Control (as defined in Paragraph ). From the occurrence of any Change of Control until the second anniversary of such Change of Control, the provisions of Paragraph shall apply in place of this Paragraph , EXCEPT THAT in the event that after a Change of Control Employee's employment is terminated by Employee without Good Reason or Company terminates Employee for Cause, then the provisions of Paragraph shall not apply and the provisions of Paragraph shall apply. Termination upon death, disability and retirement are covered by Paragraphs , , and , respectively.

8. PAYMENT AND OTHER PROVISIONS AFTER CHANGE OF CONTROL.

a. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS: In the event Employee's employment with the Company is terminated within two years following the occurrence of a Change of Control (other than as a consequence of his death or disability, or of his normal retirement under the Company's retirement plans and practices) either (x) by the Company for any reason other than for Cause or (z) by Employee with Good Reason as provided in Paragraph , then Employee shall be entitled to receive from the Company, the following:

i. BASE SALARY. Employee's Base Salary as in effect at the date of termination shall be paid on the date of termination;

ii. TARGET BONUS. Ninety percent of the amount of the Employee's estimated target bonus under the Management Bonus Program for the fiscal year in which the date of termination occurs shall be paid on the date of termination; the final calculation of Employee's target bonus shall be made, and any remaining bonus amount due to Employee paid, in the manner set forth in Section 7.a.i.; and

iii. [OMITTED INTENTIONALLY]

iv. OTHER BENEFITS. All benefits under Paragraphs 7.b.ii, and
7.c.i shall be extended to Employee as described in such paragraphs.

b. NONCOMPETITION/NONSOLICITATION PERIOD. In the event of a termination under Paragraph 8.a within one year after a Change of Control the provisions of Paragraph 14 shall continue to apply as stated in paragraph 7.b.v.

c. For purposes of this Agreement, the term "Change of Control" shall mean:

i. The acquisition, other than from the Company, by any individual, entity or group (within the meaning of ss. 13(d)(3) or ss. 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (any of the foregoing described in this Paragraph hereafter a "Person") of 33% or more of either (a) the then outstanding shares of Capital Stock of the Company (the "Outstanding Capital Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Voting Securities"), PROVIDED, HOWEVER, that any acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or
(y) any Person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13G with respect to its beneficial ownership of Voting Securities, whether or not such Person shall have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule 13D with respect to beneficial ownership of 33% or more of the Voting Securities or (z) any corporation with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Capital Stock and Voting Securities, as the case may be, shall not constitute a Change of Control; or

ii. Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or

iii. Approval by the shareholders of the Company of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all holders of the Outstanding Capital Stock and Voting Securities immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then

outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination; or

iv. (a) a complete liquidation or dissolution of the Company or
(b) a sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Capital Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition.

9. TERMINATION BY REASON OF DEATH. If Employee shall die while employed by the Company both prior to termination of employment and during the effective term of this Agreement, all Employee's rights under this Agreement shall terminate with the payment of that portion of Base Salary as has accrued but remains unpaid and a prorated amount of targeted bonus under the Company's Management Bonus Program through the month in which his death occurs, plus three additional months of the fixed salary and targeted bonus. The calculation of Employee's target bonus shall be made, and any bonus amount due to Employee paid, in the manner set forth in Section 7.a.i. All benefits under Paragraphs
7.b.ii, 7.b.iv and 7.c.i shall be extended to Employee's estate as described in such paragraphs. In addition, Employee's eligible dependents shall receive continued benefit plan coverage under Paragraph 7.b.ii for three months from the date of Employee's death.

10. TERMINATION BY DISABILITY. Employee's employment hereunder may be terminated by the Company for disability. In such event, all Employee's rights under this Agreement shall terminate with the payment of that portion of Base Salary as has accrued but remains unpaid as of the thirtieth (30th) day after such notice is given EXCEPT that all benefits under Paragraphs , and 7.c.i shall be extended to Employee as described in such paragraphs, PROVIDED, HOWEVER, that, with respect to Paragraph , the period for continued benefit plan coverage shall be limited to six months from the date of termination. In addition, the noncompetition and nonsolicitation provisions of Paragraph shall continue to apply to Employee for a period of six months from the date of termination. For purposes of this Agreement, "disability" is defined to mean that, as a result of Employee's incapacity due to physical or mental illness:

a. Employee shall have been absent from his duties as an officer of the Company on a substantially full-time basis for six (6) consecutive months; and

b. Within thirty (30) days after the Company notifies Employee in writing that it intends to replace him, Employee shall not have returned to the performance of his duties as an officer of the Company on a full-time basis.

11. RETIREMENT. It is expected that the Compensation Committee of the Company's Board of Directors will develop a benefit plan for retirement. It is expected that Employee's rights upon retirement will be specifically described in such retirement benefit plan. If retirement benefits for Employee are not specifically described in such plan, the Company shall provide Employee upon retirement benefits no lesser than the highest level of benefits accorded any other retiring executive officer during the five year period immediately preceding Employee's retirement.

12. INDEMNIFICATION. If litigation shall be brought to enforce or interpret any provision contained herein, the non-prevailing party shall indemnify the prevailing party for reasonable attorney's fees (including those for negotiations, trial and appeals) and disbursements incurred by the prevailing party in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the prevailing party calculated at the generally prevailing NationsBank of Florida, N.A. base rate of interest charged to its commercial customers in effect from time to time from the date that payment(s) to him should have been made under this Agreement.

13. [Intentionally Omitted]

14. NONCOMPETITION AND NONSOLICITATION.

a. The nature of the system and methods employed in the Company's business is such that Employee will be placed in a close business and personal relationship with the customers of the Company and be privy to confidential customer usage and rate information. Accordingly, at all times during the term of this Agreement and for a period of one (1) year immediately following the termination of Employee's employment hereunder (the "Noncompetition and Nonsolicitation Period") for any reason whatsoever, and for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 14, so long as the Company continues to carry on the same business, Employee shall not, for any reason whatsoever, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation or business entity:

i. Call upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of the Company nationwide;

ii. Divulge the names and addresses or any information concerning any customer of the Company;

iii. Disclose any information or knowledge relating to the Company, including but not limited to, the Company's system or method of conducting business to any person, persons, firms, corporations or other entities unaffiliated with the Company, for any reason or purpose whatsoever;

iv. Own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar or related line of business as that carried on by the Company ("Competition") within a radius of fifty (50) miles from Employee's principal office.

b. The time period covered by the covenants contained in this Paragraph 14 shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant.

c. The covenants set forth in this Paragraph 14 shall be construed as an agreement independent of any other provision in this Agreement and existence of any potential or alleged claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein. An alleged or actual breach of the Agreement by the Company shall not be a defense to enforcement of the provisions of this Paragraph 14.

d. Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company's business. In the event that these geographical or temporal restrictions are judicially determined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable.

e. Notwithstanding anything to the contrary contained herein, in the event that Employee engages in Competition, or any conduct expressly prohibited by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation Period for any reason whatsoever, Employee shall not receive any of the termination benefits he otherwise would be entitled to receive pursuant to Paragraphs 7.b., 7.c., 8.a. and 10 hereof.

15. CONFIDENTIALITY.

a. NONDISCLOSURE. Employee acknowledges and agrees that the Confidential Information (as defined below) is a valuable, special and unique asset of the Company's business. Accordingly, except in connection with the performance of his duties hereunder, Employee shall not at any time during or subsequent to the term of his employment hereunder disclose, directly or indirectly, to any person, firm, corporation, partnership, association or other entity any proprietary or confidential information relating to the Company or any information concerning the Company's financial condition or prospects, the Company's customers, the design, development, manufacture, marketing or sale of the Company's products or the Company's methods of operating its business (collectively "Confidential Information"). Confidential Information shall not include information which, at the time of disclosure, is known or available to the general public by publication or otherwise through no act or failure to act on the part of Employee.

b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's employment, for whatever reason and whether voluntary or involuntary, or at any time at the request of the Company, Employee shall promptly return all Confidential Information in the possession or under the control of Employee to the Company and shall not retain any copies or other reproductions or extracts thereof. Employee shall at any time at the request of the Company destroy or have destroyed all memoranda, notes, reports, and documents, whether in "hard copy" form or as stored on magnetic or other media, and all copies and other reproductions and extracts thereof, prepared by Employee and shall provide the Company with a certificate that the foregoing materials have in fact been returned or destroyed.

c. BOOKS AND RECORDS. All books, records and accounts whether prepared by Employee or otherwise coming into Employee's possession, shall be the exclusive property of the Company and shall be returned immediately to the Company upon termination of Employee's employment hereunder or upon the Company's request at any time.

16. INJUNCTION/SPECIFIC PERFORMANCE SETOFF. Employee acknowledges that a breach of any of the provisions of Paragraphs or 15 hereof would result in immediate and irreparable injury to the Company which cannot be adequately or reasonably compensated at law. Therefore, Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, to a decree of specific performance and to a temporary and permanent injunction, without the posting of a bond, enjoining and restraining such breach by Employee or his agents, either directly or indirectly, and that such right to injunction shall be cumulative to whatever other remedies for actual damages to which the Company is entitled. Employee further agrees that, except as otherwise provided in Paragraph hereof, the Company may set off against or recoup from any amounts due under this Agreement to the extent of any losses incurred by the Company as a result of any breach by Employee of the provisions of Paragraphs or hereof.

17. SEVERABILITY. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18. SUCCESSORS. This Agreement shall be binding upon Employee and inure to his and his estate's benefit, and shall be binding upon and inure to the benefit of the Company and any permitted successor of the Company. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any corporation which is the successor in interest to the Company by reason of a merger, consolidation or sale of substantially all of the assets of the Company. The foregoing sentence shall not be deemed to have any effect upon the rights of Employee upon a Change of Control.

19. CONTROLLING LAW. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Florida.

20. NOTICES. Any notice required or permitted to be given hereunder shall be written and sent by registered or certified mail, telecommunicated or hand delivered at the address set forth herein or to any other address of which notice is given:

To the Company:       OutSource International, Inc.
                      1144 East Newport Center Drive
                      Deerfield Beach, Florida 33442
                      Attention: General Counsel

To Employee:          Robert J. Mitchell

                      --------------------------------

                      --------------------------------

21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto on the subject matter hereof and may not be modified without the written agreement of both parties hereto.

22. WAIVER. A waiver by any party of any of the terms and conditions hereof shall not be construed as a general waiver by such party.

23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute a single agreement.

24. INTERPRETATION. In the event of a conflict between the provisions of this Agreement and any other agreement or document defining rights and duties of Employee or the Company upon Employee's termination, the rights and duties set forth in this Agreement shall control.

25. CERTAIN LIMITATIONS ON REMEDIES. Paragraph provides that certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. It is the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee's death, disability or normal retirement) or if Employee terminates his employment with Good Reason, then the payments and other benefits set forth in Paragraph shall constitute the sole and exclusive remedies of Employee. This Paragraph 25 shall have no effect upon the provisions of Paragraph of this Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been executed by the parties as of the date first above written.

COMPANY:

OUTSOURCE INTERNATIONAL, INC.

EMPLOYEE:

EXHIBIT 10.16

OUTSOURCE INTERNATIONAL, INC.
STOCK OPTION PLAN

AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 1, 1997

1. PURPOSE. The purpose of this Plan is to further the interests of OutSource International, Inc., a Florida corporation, its subsidiaries and its shareholders by providing incentives in the form of grants of stock options to key employees and other persons who contribute materially to the success and profitability of the Company. The grants will recognize and reward outstanding individual performances and contributions and will give such persons a proprietary interest in the Company, thus enhancing their personal interest in the Company's continued success and progress. This program will also assist the Company and its subsidiaries in attracting and retaining key persons. This Plan is a continuation, in the form of an amendment and restatement, of an existing plan previously known as the OutSource International, Inc. Incentive Stock Option Plan.

2. DEFINITIONS. The following definitions shall apply to this Plan:

(A) "BOARD" means the board of directors of the Company.

(B) "CHANGE OF CONTROL" occurs when (i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner of thirty percent or more of the total number of shares entitled to vote in the election of directors of the Board,
(ii) the Company is merged into any other company or substantially all of its assets are acquired by any other company, or (iii) three or more directors nominated by the Board to serve as a director, each having agreed to serve in such capacity, fail to be elected in a contested election of directors; provided, however, that a Change of Control shall not occur as a result of the financing provided by Triumph - Connecticut Limited Partnership and Bachow Investment Partners III, L.P.

(C) "CODE" means the Internal Revenue Code of 1986, as amended.

(D) "COMMITTEE" means the Stock Option Committee consisting solely of two or more nonemployee directors appointed by the Board. In the event that the Board does not appoint a Stock Option Committee, "Committee" means the Board.

(E) "COMMON STOCK" means the Common Stock of the Company, or such other class of shares or securities as to which the Plan may be applicable pursuant to Section 9 herein.

(F) "COMPANY" means OutSource International, Inc., and any wholly-owned subsidiary of OutSource International, Inc.

(G) "DATE OF GRANT" means the date specified in the resolution of the Committee authorizing the grant of the Option.

(H) "ELIGIBLE PERSON" means any person who performs or has in the past performed services for the Company or any direct or indirect partially or wholly owned subsidiary thereof, whether as a director, officer, Employee, consultant or other independent contractor, and any person who performs services relating to the Company in his or her capacity as an employee or independent contractor of a corporation or other entity that provides services for the Company.

(I) "EMPLOYEE" means any person employed as a core employee of the Company, excluding (i) any fee-for-service employee of the Company and (ii) any leased or temporary employee of the Company who would be cost of sales for financial reporting purposes.

(J) "FAIR MARKET VALUE" means the fair market value of the Common Stock. If the Common Stock is not publicly traded on the date as of which fair market value is being determined, the Board shall determine the fair market value of the Shares, using such factors as the Board considers relevant, such as the price at which recent sales have been made, the book value of the Common Stock, and the Company's current and projected earnings. If the Common Stock is publicly traded on the date as of which fair market value is being determined, the fair market value is the mean between the high and low sales prices of the Common Stock as reported by The NASDAQ Stock Market on that date or, if the Common Stock is listed on a stock exchange, the mean between the high and low sales prices of the stock on that date, as reported in THE WALL STREET JOURNAL. If trading in the stock or a price quotation does not occur on the date as of which fair market value is being determined, the next preceding date on which the stock was traded or a price was quoted will determine the fair market value.

(K) "INCENTIVE STOCK OPTION" means a stock option granted pursuant to either this Plan or any other plan of the Company that satisfies the requirements of Section 422 of the Code and that entitles the Recipient to purchase stock of the Company or in a corporation that at the time of grant of the option was a parent or subsidiary of the Company or a predecessor corporation of any such corporation.

(L) "NONQUALIFIED STOCK OPTION" means a stock option granted pursuant to the Plan that is not an Incentive Stock Option and that entitles the Recipient to purchase stock of the Company or in a corporation that at the time of grant of the option was a parent or subsidiary of the Company or a predecessor corporation of any such corporation.

(M) "OPTION" means an Incentive Stock Option or a Nonqualified Stock Option granted pursuant to the Plan.

(N) "OPTION AGREEMENT" means a written agreement entered into between the Company and a Recipient which sets out the terms and restrictions of an Option granted to the Recipient.

(O) "OPTION SHAREHOLDER" shall mean an Employee who has exercised his or her Option.

(P) "OPTION SHARES" means Shares issued upon exercise of an Option.

(Q) "PLAN" means this OutSource International, Inc. Stock Incentive Plan, as amended and restated.

(R) "RECIPIENT" means an individual who receives an Option.

(S) "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 10 of the Plan.

(T) "SUBSIDIARY" means any corporation 50 percent or more of the voting securities of which are owned directly or indirectly by the Company at any time during the existence of this Plan.

3. ADMINISTRATION. This Plan will be administered by the Committee. The Committee has the exclusive power to select the Recipients of Options pursuant to this Plan, to establish the terms of the Options granted to each Recipient, and to make all other determinations necessary or advisable under the Plan. The Committee has the sole and absolute discretion to determine whether the performance of an Eligible Person warrants an Option under this Plan, and to determine the size and type of the Option. The Committee has full and exclusive power to construe and interpret this Plan, to prescribe, amend, and rescind rules and regulations relating to this Plan, and to take all actions necessary or advisable for the Plan's administration. The Committee, in the exercise of its powers, may correct any defect or supply any omission, or reconcile any inconsistency in the Plan, or in any Agreement, in the manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. In exercising this power, the Committee may retain counsel at the expense of the Company. The Committee shall also have the power to determine the duration and purposes of leaves of absence which may be granted to a Recipient without constituting a termination of the Recipient's employment for purposes of the Plan. Any determinations made by the Committee will be final and binding on all persons. A member of the Committee will not be liable for performing any act or making any determination in good faith.

4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 9 of the Plan, the maximum aggregate number of Shares that may be subject to Options under the Plan shall be 1,543,858. If an Option should expire or become unexercisable for any reason without having been exercised, the unpurchased Shares that were subject to such Option shall, unless the Plan has then terminated, be available for other Options under the Plan.

5. ELIGIBILITY. Any Eligible Person that the Committee in its sole discretion designates is eligible to receive an Option under this Plan. The Committee's grant of an Option to a Recipient in any year does not require the Committee to grant an Option such Recipient in

any other year. Furthermore, the Committee may grant different Options to different Recipients and has full discretion to choose whether to grant Options to any Eligible Person. The Committee may consider such factors as it deems pertinent in selecting Recipients and in determining the types and sizes of their Options, including, without limitation, (i) the financial condition of the Company or its Subsidiaries; (ii) expected profits for the current or future years; (iii) the contributions of a prospective Recipient to the profitability and success of the Company or its Subsidiaries; and (iv) the adequacy of the prospective Recipient's other compensation. Recipients may include persons to whom stock, stock options, stock appreciation rights, or other benefits previously were granted under this or another plan of the Company or any Subsidiary, whether or not the previously granted benefits have been fully exercised or vested. A Recipient's right, if any, to continue to serve the Company and its Subsidiaries as an officer, Employee, or otherwise will not be enlarged or otherwise affected by his designation as a Recipient under this Plan, and such designation will not in any way restrict the right of the Company or any Subsidiary, as the case may be, to terminate at any time the employment or affiliation of any participant.

6. OPTIONS. Each Option granted to a Recipient under the Plan shall contain such provisions as the Committee at the Date of Grant shall deem appropriate. Each Option granted to a Recipient will satisfy the following requirements:

(A) WRITTEN AGREEMENT. Each Option granted to a Recipient will be evidenced by an Option Agreement. The terms of the Option Agreement need not be identical for different Recipients. The Option Agreement shall include a description of the substance of each of the requirements in this Section 6 with respect to that particular Option.

(B) NUMBER OF SHARES. Each Option Agreement shall specify the number of Shares that may be purchased by exercise of the Option.

(C) EXERCISE PRICE. Except as provided in Section 6(l), the exercise price of each Share subject to an Incentive Stock Option shall equal the exercise price designated by the Committee on the Date of Grant, but shall not be less than the Fair Market Value of the Share on the Incentive Stock Option's Date of Grant. The exercise price of each Share subject to a Nonqualified Stock Option shall equal the exercise price designated by the Committee on the Date of Grant.

(D) DURATION OF OPTION. Except as provided in Section 6(l), an Incentive Stock Option granted to an Employee shall expire on the tenth anniversary of its Date of Grant or, at such earlier date as is set by the Committee in establishing the terms of the Incentive Stock Option at grant. Except as provided in Section 6(l), a Nonqualified Stock Option granted to an Employee shall expire on the tenth anniversary of its Date of Grant or, at such earlier or later date as is set by the Committee in establishing the terms of the Nonqualified Stock Option at grant. If the Recipient's employment with the Company terminates before the expiration date of an Option granted to the Recipient, the Option shall expire on the earlier of the date stated

in this subsection or the date stated in following subsections of this Section. Furthermore, expiration of an Option may be accelerated under subsection (j) below.

(E) VESTING OF OPTION. Each Option Agreement shall specify the vesting schedule applicable to the Option. The Committee, in its sole and absolute discretion, may accelerate the vesting of any Option at any time.

(F) DEATH. Subject to the provisions of Section 7 of the Plan, in the case of the death of a Recipient, an Incentive Stock Option granted to the Recipient shall expire on the one-year anniversary of the Recipient's death, or if earlier, the date specified in subsection (d) above. During the one-year period following the Recipient's death, the Incentive Stock Option may be exercised to the extent it could have been exercised at the time the Recipient died, subject to any adjustment under Section 9 herein. Subject to the provisions of Section 7 of the Plan, in the case of the death of a Recipient, a Nonqualified Stock Option granted to the Recipient shall expire on the one-year anniversary of the Recipient's death, or if earlier, the date specified in subsection (d) above, unless the Committee sets an earlier or later expiration date in establishing the terms of the Nonqualified Stock Option at grant or a later expiration date subsequent to the Date of Grant but prior to the one-year anniversary of the Recipient's death. During the period beginning on the date of the Recipient's death and ending on the date the Nonqualified Stock Option expires, the Nonqualified Stock Option may be exercised to the extent it could have been exercised at the time the Recipient died, subject to any adjustment under Section 9 herein.

(G) DISABILITY. Subject to the provisions of Section 7 of the Plan, in the case of the total and permanent disability of a Recipient and a resulting termination of employment or affiliation with the Company, an Incentive Stock Option granted to the Recipient shall expire on the one-year anniversary of the Recipient's last day of employment, or, if earlier, the date specified in subsection (d) above. During the one-year period following the Recipient's termination of employment or affiliation by reason of disability, the Incentive Stock Option may be exercised as to the number of Shares for which it could have been exercised at the time the Recipient became disabled, subject to any adjustments under Section 9 herein. Subject to the provisions of Section 7 of the Plan, in the case of the total and permanent disability of a Recipient and a resulting termination of employment or affiliation with the Company, a Nonqualified Stock Option granted to the Recipient shall expire on the one-year anniversary of the Recipient's last day of employment, or, if earlier, the date specified in subsection (d) above, unless the Committee sets an earlier or later expiration date in establishing the terms of the Nonqualified Stock Option at grant or a later expiration date subsequent to the Date of Grant but prior to the one-year anniversary of the Recipient's last day of employment or affiliation with the Company. During the period beginning on the date of the Recipient's termination of employment or affiliation by reason of disability and ending on the date the Nonqualified Stock Option expires, the Nonqualified Stock Option may be exercised as to the number of Shares for which it could have been exercised at the time the Recipient became disabled, subject to any adjustments under Section 9 herein.

(H) RETIREMENT. Subject to the provisions of Section 7 of the Plan, if the Recipient's employment with the Company terminates by reason of normal retirement under the Company's normal retirement policies, an Incentive Stock Option granted to the Recipient shall expire 90 days after the last day of employment, or, if earlier, on the date specified in subsection (d) above. During the 90-day period following the Recipient's normal retirement, the Incentive Stock Option may be exercised as to the number of Shares for which it could have been exercised on the retirement date, subject to any adjustment under Section 9 herein. Subject to the provisions of Section 7 of the Plan, if the Recipient's employment with the Company terminates by reason of normal retirement under the Company's normal retirement policies, a Nonqualified Stock Option granted to the Recipient shall expire 90 days after the last day of employment, or, if earlier, on the date specified in subsection (d) above, unless the Committee sets an earlier or later expiration date in establishing the terms of the Nonqualified Stock Option at grant or a later expiration date subsequent to the Date of Grant but prior to the end of the 90- day period following the Recipient's normal retirement. During the period beginning on the date of the Recipient's normal retirement and ending on the date the Nonqualified Stock Option expires, the Nonqualified Stock Option may be exercised as to the number of Shares for which it could have been exercised on the retirement date, subject to any adjustment under Section 9 herein.

(I) TERMINATION OF SERVICE. Subject to the provisions of
Section 7 of the Plan, if the Recipient ceases employment or affiliation with the Company for any reason other than death, disability, or retirement (as described above), an Incentive Stock Option granted to the Recipient shall expire 90 days after the Recipient's last day of employment or affiliation with the Company, or, if earlier, on the date specified in subsection (d) above, unless the Committee sets an earlier expiration date in establishing the terms of the Incentive Stock Option at grant. During the 90-day period following the termination of the Recipient's employment or affiliation with the Company, the Incentive Stock Option may be exercised as to the number of Shares for which it could have been exercised on the date of termination, subject to any adjustment under Section 9 herein. Subject to the provisions of Section 7 of the Plan, if the Recipient ceases employment or affiliation with the Company for any reason other than death, disability, or retirement (as described above), a Nonqualified Stock Option granted to the Recipient shall expire 90 days after the Recipient's last day of employment or affiliation with the Company, or, if earlier, on the date specified in subsection (d) above, unless the Committee sets an earlier or later expiration date in establishing the terms of the Nonqualified Stock Option at grant or a later expiration date subsequent to the Date of Grant but prior to the end of the 90-day period following the Recipient's last day of employment or affiliation with the Company. During the period following the termination of the Recipient's employment or affiliation with the Company, the Nonqualified Stock Option may be exercised as to the number of Shares for which it could have been exercised on the date of termination, subject to any adjustment under Section 9 herein. Notwithstanding any provisions set forth herein or in the Plan, if the Recipient shall (i) commit any act of malfeasance or wrongdoing affecting the Company or any parent or subsidiary, (ii) breach any covenant not to compete or employment agreement with the Company or any parent or Subsidiary, or (iii) engage in conduct that would warrant the Recipient's discharge for cause,

any unexercised part of the Option shall lapse immediately upon the earlier of the occurrence of such event or the last day the Recipient is employed by the Company.

(J) CHANGE OF CONTROL. If a Change of Control occurs, the Board may vote to immediately terminate all Options outstanding under the Plan as of the date of the Change of Control or may vote to accelerate the expiration of the Options to the tenth day after the effective date of the Change of Control. If the Board votes to immediately terminate the Options, it shall make a cash payment to the Recipient equal to the difference between the Exercise Price and the Fair Market Value of the Shares that would have been subject to the terminated Option on the date of the Change of Control.

(K) CONDITIONS REQUIRED FOR EXERCISE. Options granted to Recipients under the Plan shall be exercisable only to the extent they are vested according to the terms of the Option Agreement. Furthermore, Options granted to Employees under the Plan shall be exercisable only if the issuance of Shares pursuant to the exercise would be in compliance with applicable securities laws, as contemplated by Section 8 of the Plan. Each Agreement shall specify any additional conditions required for the exercise of the Option.

(L) TEN PERCENT SHAREHOLDERS. An Incentive Stock Option granted to an individual who, on the Date of Grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of either the Company or any parent or Subsidiary, shall be granted at an exercise price of 110 percent of Fair Market Value on the Date of Grant and shall be exercisable only during the five-year period immediately following the Date of Grant. In calculating stock ownership of any person, the attribution rules of Code Section 424(d) will apply. Furthermore, in calculating stock ownership, any stock that the individual may purchase under outstanding options will not be considered.

(M) MAXIMUM OPTION GRANTS. The aggregate Fair Market Value, determined on the Date of Grant, of stock in the Company with respect to which any Incentive Stock Options under the Plan and all other plans of the Company or its Subsidiaries (within the meaning of Section 422(b) of the Code) may become exercisable by any individual for the first time in any calendar year shall not exceed $100,000.

(N) METHOD OF EXERCISE. An Option granted under this Plan shall be deemed exercised when the person entitled to exercise the Option (i) delivers written notice to the President of the Company (or his delegate, in his absence) of the decision to exercise, (ii) concurrently tenders to the Company full payment for the Shares to be purchased pursuant to the exercise, and (iii) complies with such other reasonable requirements as the Committee establishes pursuant to Section 8 of the Plan. Payment for Shares with respect to which an Option is exercised may be made in cash, or by certified check, or wholly or partially in the form of Common Stock having a Fair Market Value equal to the exercise price, or by delivery of a notice instructing the Company to deliver the shares being purchased to a broker subject to the broker's delivery of cash to the Company equal to the purchase price. No person will have the rights of a shareholder with respect to Shares subject to an Option granted under this Plan

until a certificate or certificates for the Shares have been delivered to him. A partial exercise of an Option will not affect the holder's right to exercise the Option from time to time in accordance with this Plan as to the remaining Shares subject to the Option.

(O) LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may, in its discretion and subject to the requirements of applicable law, recommend to the Company that it lend the Recipient the funds needed by the Recipient to exercise an Option. The Recipient shall make application to the Company for the loan, completing the forms and providing the information required by the Company. The loan shall be secured by such collateral and be subject to such repayment terms and interest rate as the Company may require, subject to its underwriting requirements and the requirements of applicable law. The Recipient shall execute a Promissory Note and any other documents deemed necessary by the Committee.

(P) DESIGNATION OF BENEFICIARY. Each Recipient shall designate, in the Option Agreement he executes, a beneficiary to receive Options awarded hereunder in the event of his death prior to full exercise of such Options; provided, that if no such beneficiary is designated or if the beneficiary so designated does not survive the Recipient, the estate of such Recipient shall be deemed to be his beneficiary. Recipients may, by written notice to the Committee, change the beneficiary designated in any outstanding Option Agreements.

(Q) TRANSFERABILITY OF OPTION.

(1) To the extent permitted by tax, securities or other applicable laws to which the Company, the Plan, Recipients or Eligible Persons are subject, a Recipient of a Nonqualified Stock Option may transfer such Option to (i) the Recipient's spouse, child, grandchild or parent, (ii) a trust for the benefit of the Recipient's spouse, child, grandchild or parent, or
(iii) a partnership whose partners consist solely of the Recipient's spouse, child, grandchild or parent, unless provided otherwise by the Committee in establishing the terms of such Option at the Date of Grant.

(2) An Incentive Stock Option granted under this Plan is not transferable except by will or the laws of descent and distribution. During the lifetime of the Recipient, all rights of the Incentive Stock Option are exercisable only by the Recipient. This Section 6(q)(2) shall apply to an Incentive Stock Option granted under the Plan only so long as Code Section 422 (or a successor Code provision) requires application of this restriction on transferability. In the event that this Section 6(q)(2) no longer applies to an Incentive Stock Option granted under this Plan, such Option shall be subject to
Section 6(q)(1) of the Plan.

7. DEFERRED COMPENSATION.

(A) In the event that an Option becomes unexercisable or expires in accordance with Section 6(f), Section 6(g), Section 6(h) Section 6(i) or Section 11(b) of the Plan prior to a successful completion of an initial public offering, the Recipient, or if applicable, the Recipient's legal representative, heirs or beneficiary, shall be entitled to receive, subject to all

applicable payroll taxes and in lieu of exercising the Option, an amount equal to fifty percent of the increase, if any, of the Fair Market Value of the Recipient's Vested Option Shares from the Date of Grant to the last day of the Company's taxable year immediately preceding or coincident with the date on which the Option becomes unexercisable or expires. Such Deferred Compensation shall be payable in twelve equal monthly installments, without interest, commencing three (3) months following the date on which the Option becomes unexercisable or expires.

(B) For purposes of this Agreement, a successful completion of an initial public offering by the Company shall mean the closing of an underwritten public offering by the Company pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended, covering the offer and sale of the Company's common stock for the account of the Company.

(C) Upon commencement of payments to a Recipient, or if applicable, a Recipient's legal representative, heirs or beneficiary, pursuant to this Section 7, all Options granted to such Recipient shall be deemed terminated.

8. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS. The Company shall have the right to withhold from payments otherwise due and owing to the Recipient (or his beneficiary) or to require the Recipient (or his beneficiary) to remit to the Company in cash upon demand an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, and/or local withholding tax requirements at the time the Recipient (or his beneficiary) recognizes income for federal, state, and/or local tax purposes with respect to any Option under this Plan.

Options can be granted, and Shares can be delivered under this Plan, only in compliance with all applicable federal and state laws and regulations and the rules of all stock exchanges on which the Company's stock is listed at any time. An Option is exercisable only if either (a) a registration statement pertaining to the Shares to be issued upon exercise of the Option has been filed with and declared effective by the Securities and Exchange Commission and remains effective on the date of exercise, or (b) an exemption from the registration requirements of applicable securities laws is available. This Plan does not require the Company, however, to file such a registration statement or to assure the availability of such exemptions. Any certificate issued to evidence Shares issued under the Plan may bear such legends and statements, and shall be subject to such transfer restrictions, as the Committee deems advisable to assure compliance with federal and state laws and regulations and with the requirements of this Section. No Option may be exercised, and Shares may not be issued under this Plan, until the Company has obtained the consent or approval of every regulatory body, federal or state, having jurisdiction over such matters as the Committee deems advisable.

Each person who acquires the right to exercise an Option may be required by the Committee to furnish reasonable evidence of ownership of the Option as a condition to his

exercise of the Option. In addition, the Committee may require such consents and releases of taxing authorities as the Committee deems advisable.

With respect to persons subject to Section 16 of the Securities Exchange Act of 1934 ("1934 Act"), transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 under the 1934 Act, as such Rule may be amended from time to time, or its successor under the 1934 Act. To the extent any provision of the Plan or action by the Plan administrators fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Plan administrators.

9. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering, or other expansion or contraction of the Common Stock of the Company occurs, the number and class of Shares for which Options are authorized to be granted under this Plan, the number and class of Shares then subject to Options previously granted to Employees under this Plan, and the price per Share payable upon exercise of each Option outstanding under this Plan shall be equitably adjusted by the Committee to reflect such changes. To the extent deemed equitable and appropriate by the Board, subject to any required action by shareholders, in any merger, consolidation, reorganization, liquidation or dissolution, any Option granted under the Plan shall pertain to the securities and other property to which a holder of the number of Shares of stock covered by the Option would have been entitled to receive in connection with such event.

10. LIABILITY OF THE COMPANY. The Company, its parent and any Subsidiary that is in existence or hereafter comes into existence shall not be liable to any person for any tax consequences incurred by a Recipient or other person with respect to an Option.

11. AMENDMENT AND TERMINATION OF PLAN.

(A) The Board may alter, amend, or terminate this Plan from time to time without approval of the shareholders of the Company. The Board may, however, condition any amendment on the approval of the shareholders of the Company if such approval is necessary or advisable with respect to tax, securities or other applicable laws to which the Company, the Plan, Recipients or Eligible Persons are subject. Any amendment, whether with or without the approval of shareholders of the Company, that alters the terms or provisions of an Option granted before the amendment (unless the alteration is expressly permitted under this Plan) will be effective only with the consent of the Recipient to whom the Option was granted or the holder currently entitled to exercise it.

(B) Subject to the provisions of Section 7 of the Plan, if the Company fails to successfully complete an initial public offering by January 1, 1999, all Options granted under the Plan shall expire immediately on January 1, 1999.

12. EXPENSES OF PLAN. The Company shall bear the expenses of administering the Plan.

13. DURATION OF PLAN. Options may be granted under this Plan only during the 10 years immediately following the effective date of this Plan.

14. APPLICABLE LAW. The validity, interpretation, and enforcement of this Plan are governed in all respects by the laws of Florida and the United States of America.

15. EFFECTIVE DATE. The effective date of this Plan, as amended and restated, shall be the earlier of (i) the date on which the Board adopts the Plan or (ii) the date on which the Shareholders approve the Plan.

Adopted by the Board of Directors on
February 18, 1997 (original Plan
adopted by the Board of Directors
on December 22, 1995).

Approved by the Shareholders on
April 15, 1997 (original Plan
approved by the Shareholders
on December 22, 1995).

EXHIBIT 10.17

BUSINESS LEASE

THIS LEASE, made the 19th day of October, 1995, between DANIEL S. CATALFUMO, as Trustee under F.S. 689.071, having an office at West Palm Beach, Florida, (hereinafter referred to as "Landlord"), and OUTSOURCE INTERNATIONAL, INC. an Illinois corporation (hereinafter referred to as "Tenant").

WITNESSETH, That Landlord does this day lease unto Tenant Approximately 40,000 Square Feet in that certain two (2) story Office project to be known as Outsource International Corporate Headquarters building (sometimes referred to herein as the "Building") to be located on portions of Lots 11, 12, 13, 14 and 15 of Newport Center, comprised of approximately 4.5 acres (net of submerged lands) in Deerfield Beach, Florida (sometimes referred to herein as the "Site"). The Site and Building shall be developed and constructed substantially in accordance with the Site Plan dated September 26, 1995 prepared by Avirom/Hall & Associates, Inc. and the Workletter Estimates and Specifications for Site Work and Building shell for Outsource International as modified by Revised Building Questionnaire dated September 11, 1995, letter dated September 15, 1995 and Typical Material Specifications all as attached hereto as composite Exhibit "A". The Premises shall be used and occupied by the Tenant as office space and ancillary office uses such as a kitchen and dining area for limited food service for employee and guests, video conference facilities, meeting rooms and for no other purposes or uses whatsoever. The Premises occupied by Tenant shall be measured upon completion of construction in accordance with Paragraph 1 of the Addendum to this Lease. Tenant shall lease 15,000 +/- square feet on the first floor (which shall include the lobby and core areas) and 25,000 +/- square feet on the second floor (which shall include the lobby and core areas). Tenant shall be entitled to use the two (2) story atrium lobby as its reception area, provided that other tenant's who lease space in the 10,000 square foot balance of the Building shall be entitled to use the lobby to access their offices. The atrium lobby shall be comprised of no more than 1,000 square feet on each of the first and second floors for a total of 2,000 square feet.

TERM: The period commencing on the date hereof, and ending at midnight of the last day of month in which the fifteenth anniversary of the Rent Commencement Date occurs.

COMMENCEMENT DATE: Rent payments will commence on the first to occur of (i) the date on which Landlord releases the demised Premises to Tenant and a Certificate of Occupancy and/or a Building Final has been issued, and keys delivered to Tenant, and all common uses, parking facilities and landscaping improvements have been completed, minor punchlist items excepted or, (ii) in the event that the issuance of a Certificate of Occupancy and/or a Building Final for Tenant's space is delayed by the unavailability of any of Tenant's equipment or specially ordered interior finishes, or the failure by Tenant to provide any required consent, approval, selection or payment, rent payments due hereunder shall commence when Landlord's contractor has otherwise completed said Tenant's interior improvements, building exterior, common areas, parking facilities and landscaping to the extent possible without the unavailable equipment, Tenant finish materials or the required consent, approval, selection or payment. Landlord shall give Tenant ninety (90) days prior written notice of the expected date of rent commencement.

$ SEE ADDENDUM _________________($___________) MONTHLY BASE RENT

$ SEE ADDENDUM _________________($___________) MONTHLY BASE C.A.E.

$ SEE ADDENDUM _________________($___________) MONTHLY SALES TAX

Total monthly rent, (Base Rent and additional rent) shall be paid in equal installments of $ SEE ADDENDUM, on the first day of each month during the term hereof. Rent for partial months shall be prorated. Rent shall be paid promptly when due without setoff, deduction, abatement or counterclaim.

Landlord hereby acknowledges receipt of $73,000.00, of which $36,500.00 is to be applied to the SECURITY DEPOSIT and $36,500.00 of which is to be applied to FIRST MONTH'S RENT when it becomes due, and $-0- to be applied to LAST MONTH'S RENT at the end of the Lease Term. The $36,500.00 to be applied to the first month's rent shall be credited with interest at BankAtlantic's prevailing money market rates from the date of deposit with Landlord to the date said sum is applied to the first month's rent hereunder with Tenant to receive a credit against the Additional Rent due from any such interest credited to Tenant.

ALL payments to be made to Landlord on the first day of each and every month in advance without demand at the office of CATALFUMO MANAGEMENT AND INVESTMENT, INC., 1540 Latham Road, West Palm Beach, Florida 33409, or at such other place and to such other person, as the Landlord may from time to time designate in writing. Checks should be made PAYABLE TO:

Daniel S. Catalfumo, as Trustee under F.S. 689.071

The following express stipulations and conditions are made a part of this Lease and are hereby assented to by the Tenant:

FIRST: The Tenant shall not assign this Lease, nor sub-let the Premises, or any part thereof nor use the same, or any part thereof, nor permit the same, or any part thereof, to be used for any other purpose than as above stipulated, nor make any alterations therein, and all additions thereto, without the written consent of the landlord, which consent shall not be unreasonably withheld, provided that notwithstanding any approval of Landlord to any proposed assignment or subletting, Tenant and all guarantors shall remain primarily liable under this Lease and any guaranty hereof. Landlord agrees that Tenant shall grant its consent to any assignment to a parent, subsidiary or affiliate of Tenant provided that Tenant and the Guarantors of this Lease remain liable as set forth above. All additions, fixtures or improvements which may be made by Tenant, except movable office furniture, equipment and trade fixtures shall become the property of the Landlord and remain upon the Premises as a part thereof, and be surrendered with the Premises at the termination of this Lease. Tenant shall be entitled to remove its moveable office furniture, equipment and any trade fixtures it installs in the Premises provided that Tenant shall be responsible for any damages to the Premises caused by Tenant's removal of such furniture, equipment and fixtures.

SECOND: All personal property placed or moved in the Premises above described shall be at the risk of Tenant or owner thereof, and Landlord shall not be liable for any damage to said personal property, or to the Tenant arising from the bursting or leaking of water pipes, unless caused by the faulty construction, materials or design by Landlord's contractor, architects or engineers or from any act of negligence of any co-tenant or occupants of the Building or of any other person whomsoever, other than Landlord or his agent(s) or assigns.

THIRD: That the Tenant(s) shall promptly execute and comply with all statutes, ordinances, rules, regulations, orders and requirements of the Federal, State and City Government and of any and all of their Departments and Bureaus applicable to said Premises, for the correction, prevention, and abatement of nuisances or other grievances, in, upon, or connected with said Premises during said term; and shall also promptly comply with and execute all rules, orders and regulations for the prevention of fires, at its own cost and expense. Landlord shall comply with all of such statutes, ordinances, rules, regulations, orders and requests as to the portion of the Building not occupied by Tenant and the common areas surrounding the Building.

FOURTH: In the event the Premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this agreement, whereby the same shall be rendered untenable, then the Landlord shall have the right to render said Premises tenantable by repairs within one hundred eighty (180) days therefrom. if said Premises are not rendered tenantable within said time, it shall be optional with either party hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. In the event of such fire or casualty to the Premises or the Building, the Landlord shall give notice thereof to the Tenant within sixty (60) days of the occurrence of the same. Said notice shall contain Landlord's agreement to either restore the Premises and the Building to a similar condition as it was prior to such casualty, or, in the event the casualty renders the Premises and/or the Building untenable for Tenant's business, the Landlord may elect to terminate the Lease as of the date of the casualty and return all unapplied rents and deposits to Tenant as of the casualty date. In the event the Landlord elects to restore, such restoration shall be completed within one hundred eighty (180) days from the date of such casualty, and during the period of such restoration, the rent to be paid by the Tenant to Landlord shall abate proportionately as to the untenable space, to the same extent as Tenant has been deprived use of the Premises and or the Building during the period of such restoration. Notwithstanding the foregoing, in the event the casualty should occur through the negligence of Tenant or its agents, or invitees, and the result of such casualty renders the Premises untenable for Tenant's business operation and Landlord elects to restore said Premises, then in such event, Landlord shall proceed to restore the Premises as provided for herein, however, there shall be no abatement of rent during such restoration period.

FIFTH: The prompt payment of the rent for said Premises upon the dates named, and the faithful observance of the Rules and Regulations printed upon this lease, and which are hereby made a part of this covenant, and of such other and further Rules or Regulations as may be hereafter made by the Landlord, and all other provisions of this Lease are the conditions upon which the Lease is made and accepted and any failure on the part of the Tenant to comply with the terms of said Lease, or any of said Rules and Regulations now in existence, or which may be hereafter prescribed by the Landlord, shall at the option of the Landlord, operate as a default by Tenant, and Landlord shall be entitled to pursue any and all remedies available to Landlord under the laws of the State of Florida. Landlord shall not make any modifications to the Rules and Regulations which would have a material adverse effect on Tenant's operations without Tenant's prior written consent.

SIXTH: If the Tenant shall abandon or vacate said Premises before the end of the term of this Lease, or shall suffer the rent to be in arrears beyond any grace period provided for herein, the Landlord may, at his option, forthwith cancel this Lease or he may enter said Premises as the agent of the Tenant, without being liable in any way therefor, and relet the Premises with or without any furniture that may be therein, as the agent of the Tenant, at such price and upon such terms and for such duration of time as the Landlord may determine, and receive the rent therefor, applying the same to the payment of the rent

due by these presents, and if the full rental herein provided shall not be realized by Landlord over and above the expenses to Landlord in such re-letting, the said Tenant shall pay any deficiency.

SEVENTH: Landlord and Tenant acknowledge and agree that the prevailing party in any litigation arisen hereunder shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, including those incurred upon appeal.

EIGHTH: The Tenant agrees that he will pay all charges for rent (including Base Rent and additional rent), gas, electricity or other utilities and for all water used on said Premises, and should said rent remain due and unpaid for five (5) days after the same shall come due or should any of said other charges herein provided for at any time remain due and unpaid for fifteen
(15) days after the same shall have become due, Tenant will be deemed in default of the terms and conditions of this Lease and the Landlord may at its option pursue any and all remedies provided for under the laws of the State of Florida. Tenant shall be entitled to establish an escrow with Landlord and contest any utility charges which Tenant is actively disputing.

NINTH: INTENTIONALLY OMITTED.

TENTH: The Landlord, or any of his agents, shall have the right to enter said Premises during all reasonable hours, to examine the same to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or of said Building, or to exhibit said Premises, and to put or keep upon the doors or windows thereof a notice "FOR LEASE" at any time within one hundred eighty (180) days before the expiration of this Lease. The right of entry shall likewise exist during all reasonable hours for the purpose of removing placards, signs, fixtures, alterations or additions, which do not conform to this agreement, or to the Rules and Regulations and sign criteria for the Building.

ELEVENTH: Upon completion of construction of the Premises in accordance with this Lease and the Addendum hereto, Tenant shall accept the Premises in the condition they are in at the time of completion and agrees to maintain said Premises in the same condition, order and repair as they are at the commencement of said term, excepting only reasonable wear and tear arising from the use thereof under this agreement, and to make good to said Landlord immediately upon demand, any damage to water apparatus, or electric lights or any fixture, appliances or appurtenances of said Premises, or of the Building, beyond ordinary wear and tear caused by any act or negligence of Tenant, his employees, agents or assigns or invitees.

TWELFTH: It is expressly agreed and understood by and between the parties to this agreement, that the Landlord shall not be liable for any damage or injury by water, which may be sustained by Tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or its agents, or employees or by reason of the breakage, leakage, or obstruction of the water, sewer or soil pipes, or other leakage in or about the Building unless the damage is caused by the faulty workmanship, materials or designs of Landlord's contractor, architect or engineer.

THIRTEENTH: If the Tenant shall become insolvent or if bankruptcy proceedings shall be begun by or against the Tenant, before the end of said term the Landlord is hereby irrevocably authorized at its option, to forthwith cancel this Lease, as for a default. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the term of their occupancy in their fiduciary capacity without affecting Landlord's rights as contained in this contract, but no receiver, trustee or other judicial officer shall ever have any right, title or interest in or to the above described property by virtue of this contract.

FOURTEENTH: This contract shall bind the Landlord and its assigns or successors, and the permitted assigns, or successors as the case may be, of the Tenant.

FIFTEENTH: It is understood and agreed between the parties hereto that time is of the essence of this contract and this applies to all terms and conditions contained herein.

SIXTEENTH: It is understood and agreed between the parties that written notice hand delivered, delivered by nationally recognized overnight courier or delivered certified mail to the Premises leased hereunder shall constitute sufficient notice to the Tenant and written notice hand delivered, delivered by nationally recognized overnight courier or certified mail delivered to the office of the Landlord shall constitute sufficient notice to the Landlord, to comply with the terms of this Lease.

SEVENTEENTH: The rights of the Landlord under the foregoing shall be cumulative, and failure on the part of the Landlord to exercise promptly any rights given hereunder shall not operate to forfeit any of the said rights.

EIGHTEENTH: INTENTIONALLY OMITTED.

NINETEENTH: It is hereby understood and agreed that any signs or advertising to be used, including awnings, in connection with the Premises leased hereunder shall be first submitted to the

Landlord the Architectural Review Board and the City of Deerfield Beach for approval before installation of same. Landlord agrees not to unreasonably withhold its consent to any such signs or advertising, provided that they meet ARB and City requirements and Codes.

TWENTIETH: INTENTIONALLY OMITTED.

TWENTY-FIRST: Tenant shall not do anything in or on the Premises or bring or keep anything therein which will in any way increase risk of fire or rate of fire insurance, or which shall conflict with regulations of Broward County or with any insurance policy on the Building or any part thereof or with any rules or ordinances established by the Board of Health.

TWENTY-SECOND: Any and all deliveries to the leased Premises shall be permitted only at the rear of the Building or, if in front of the Building, should be made in such a way as not to block traffic.

TWENTY-THIRD: Landlord reserves the right to designate parking areas for Tenant and Tenant's employees. Under no condition is Tenant or its employees to park in any other tenant's parking spaces. Parking of vehicles blocking ingress and egress areas is prohibited. Parked vehicles are not to be of any type to create a nuisance to the Landlord or other Tenants. Parking parallel and adjacent to the Building is prohibited. Improperly parked cars may be towed by Landlord at owner's expense. Landlord agrees that the parking areas surrounding the Building shall be assigned to Tenant and the other tenant's in the Building in an equitable prorate basis substantially as set forth on Exhibit "B" attached with the tenant(s) other than Tenant to be entitled to fifty-four 54 parking spaces located substantially as set forth on Exhibit "B"

TWENTY-FOURTH: There will be a LATE CHARGE for any rent not received in our office by THE 5TH DAY OF THE MONTH. The LATE CHARGE will be 5% of the monthly rent. in addition, payments overdue for more than fifteen (15) days shall accrue interest at the rate of 12% per annum.

TWENTY-FIFTH: Maintenance and repairs of the ventilation, air-conditioning and heat serving the Premises including the lobby and other "core areas" located within the Premises, shall be the responsibility of the Tenant. An annual contract, paid for by Tenant, and entered into by Tenant with a company fully licensed in the State of Florida, shall provide for regular monthly service for changing belts, filters, other required parts, emergency service and the making of extraordinary repairs, and a copy of the contract shall be furnished to the Landlord promptly upon occupancy of the demised Premises and a copy of the maintenance log shall be furnished to the Landlord at the end of each calendar year. Landlord shall assign to Tenant or enforce on Tenant's behalf any and all warranties with respect to the HVAC system from both the HVAC subcontractor and Landlord's contractor.

TWENTY-SIXTH: INTENTIONALLY OMITTED.

TWENTY-SEVENTH: Tenant shall pay, in addition to the Base Rents reserved herein, "Additional Rent" which includes the following: (a) any and all sales taxes imposed on the Base Rent and Additional Rent provided for herein;
(b) its proportionate share of the reasonable expenses for the maintenance, operation and management of the Building and the common areas located in and around the Building in which the Premises are located including, without limitation, the parking areas, sidewalks, landscaping, and electrical, lighting and mechanical systems serving the Premises. Tenant's proportionate share shall be 80% (adjusted for changes in the numerator or denominator which arise from any casualty loss or condemnation loss to the Building and/or Premises) based upon the gross leasable area in the Premises divided by the gross leasable area located in the entire Building of which the Premises is a part; (c) its proportionate share as set forth above of the real estate taxes, intangible taxes, or any similar tax levied in place thereof, for the property of which the Premises forms a part; (d) its proportionate share of the cost of any insurance carried by Landlord on the Building in which the Premises are located and the common areas used in connection therewith; and the its proportionate share of any property owner's association dues. Tenant hereby covenants and agrees that it shall pay the Base Rent and Additional Rent in equal monthly installments in advance on the first day of each month. Landlord covenants and agrees that the "controllable" expenses included in the Additional Rent (i.e. expenses other than taxes, insurance premiums, association dues and other expenses beyond Landlord's reasonable control) shall not increase by more than 5% from one calendar year to the next.

Landlord shall prepare a budget at the close of each calendar year estimating the sums required for the succeeding year for the foregoing items. Tenant's share of same shall be computed by multiplying the sums so obtained by Tenant's percentage. Tenant shall pay one-twelfth of its share each month as Additional Rent. In the event that any month of the Term shall be less than a full month, then Additional Rent shall be apportioned on the basis of the number of days in said month.

Tenant shall also pay to Landlord within thirty (30) days of receipt of notice from Landlord from time to time the amount which, together with said monthly installments, will be sufficient to pay Tenant's proportionate share of any such Real Estate Taxes by November 1st of each year, not collected in the estimate above.

In the event that Landlord is delayed in supplying to Tenant the amount due of its share of Additional Rent for the upcoming year, Tenant shall continue to pay its Additional Rent in the amount of the preceding year until noted otherwise by Landlord.

After the end of each calendar year, and after the end of the Term, Landlord shall submit to Tenant a statement in reasonable detail stating Tenant's proportionate share of the actual Additional Rent for such calendar year or partial calendar year; and stating whether or not the actual Additional Rent for the period in question is more or less than the amount paid for such period. Tenant shall pay to Landlord any deficiency within thirty (30) days after submission of such statement. Landlord shall apply any excess to the next Additional Rent payment(s) payable by Tenant, or, if the Term has expired, Landlord shall refund to Tenant any excess within thirty (30) days after submission of such statement of Tenant's proportionate share. Tenant's initial share of Additional Rent shall be $14,521.33 per month, and shall be adjusted each January 1, in accordance with the paragraphs above.

TWENTY-EIGHTH: INTENTIONALLY OMITTED.

TWENTY-NINTH: Commencing with the fourth lease year commencing on the third anniversary of the Rent Commencement Date, the Annual Base Rent shall be increased on January 1st of each year based upon the increase in the Consumer Price Index (United States Average for all Urban Wage Earners and Clerical Workers, U.S. City Average 1982 - 1984 = 100 or such other comparable index as Landlord may choose ("CPI"). The increased rent shall be calculated by multiplying the then current Annual Base Rent by a fraction, the numerator of which is the CPI for the month of December immediately preceding the increase and denominator of which is the CPI for the month of December in the preceding year. Notwithstanding the foregoing, once this provision comes into effect, the Annual Base Rent shall not increase by more than 5% from one year to the next. Landlord shall give Tenant prompt notice of any increase in Annual Base Rent and the monthly rental payments shall be adjusted accordingly.

THIRTIETH: Tenant shall pay to Landlord the sum of $36,500.00 as security for Tenant's performance hereunder. Landlord shall deposit said sums in the escrow account of Catalfumo Management and Investment, Inc. until such time as construction of the Premises has been completed hereunder. Upon completion of the Premises the security deposit shall be transferred to Landlord's account to be held in accordance herewith. Upon receipt of the security deposit, Landlord may, at its option, apply the security deposit to cure any default by Tenant hereunder in which event Tenant shall immediately replenish the security deposit, the failure to do so shall be a default hereunder. Landlord may commingle the security deposit with other funds of Landlords and may assign the same to any successor of Landlord. If Tenant exercises its option to purchase the Building as provided for in the Addendum, the security deposit shall form a portion of the deposit due in connection with the exercise of the option. If Tenant has not exercised its option and is not in default or has not been in default and failed to cure said default within the applicable grace period, if any, for a period of two (2) years from the rent commencement date, the security deposit shall be returned to Tenant.

THIRTY-FIRST: Tenant shall not allow any lien to be filed against the Premises for any mechanics or materialman liens for any work performed by or on behalf of Tenant and shall indemnify and hold Landlord harmless from loss or damage incurred by Landlord as a result of any such lien. Landlord shall ensure that no such lien is filed against the Premises or Building for any work performed by or on behalf of Landlord and shall indemnify and hold Tenant harmless from any damage incurred by Tenant as a result of any such lien.

THIRTY-SECOND: Tenant shall maintain general liability insurance against claims for bodily injury and/or death or property damage occurring within the leases Premises with limited of coverage of not less than $500,000 for death or injury to one person, $1,000,000.00 for death or injury to more than one person in a common accident or occurrence and $100,000 for damage or injury to property including fire legal liability in the minimum amount of $50,000. Tenant shall maintain insurance covering the Premises for fire and extended coverage insurance with respect to the improvements, storefront glass, furniture, fixtures and equipment located on or about the Premises. The insurance company must be licensed to do business in the State of Florida and shall be with companies reasonably acceptable to Landlord and shall name Landlord and Landlord's lender as additional insureds. Tenant shall provide Landlord with certificates for said insurance form time to time as required by Landlord. Tenant hereby indemnifies and holds harmless Landlord from and against any and all claims, losses, damages or actions arising from, related to or in connection with Tenant's occupation of the Premises except for matters arising from the acts or negligence of Landlord, its employees, agent or assigns.

THIRTY-THIRD: This Lease and the rights of Tenant hereunder are and shall at all times be subject and subordinate to each and every mortgage that now or hereafter may be a lien on the property of which the Premises are a part and to all renewals, extensions, modifications and future advances thereto. This provision shall be self operative and no further instrument or subordination shall be required by Landlord, provided however that Tenant agrees to execute any instrument reasonably requested by Landlord or its lenders to evidence such subordination with five (5) days of receipt. Tenant agrees to attorn to any transferee of Landlord or any successor of Landlord who obtains title as a result of a foreclosure of deed, in lieu of foreclosure, as if such transferee or successor was the original Landlord hereunder.

Tenant's obligations hereunder are conditioned upon the holder of each and every mortgage to which this Lease is to be subordinate agreeing that Tenant shall not be disturbed in its occupancy of the Premises so long as Tenant is not in default of its obligations hereunder and on the mortgagee and Tenant entering into a non-disturbance agreement in form reasonably acceptable to Tenant to such effect.

THIRTY-FOURTH: Tenant shall not store or dispose of any hazardous material or waste in or about the Premises. Tenant shall indemnify and hold Landlord harmless from and against any claims, damages, costs, expenses or actions which arise out of any breach of this provision and such indemnity shall survive the termination of the Lease.

THIRTY-FIFTH: INTENTIONALLY OMITTED.

THIRTY-SIXTH: LANDLORD AND TENANT SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT USE OR OCCUPANCY OF THE DEMISED PREMISES, AND EMERGENCY OR OTHER STATUTORY REMEDY.

THIRTY-SEVENTH: Landlord and Tenant shall, at any time and from time to time, within ten (10) business days following notice execute, acknowledge and deliver to the party which gave such notice a statement in writing certifying that this Lease is unmodified and in full force and effect, or if there shall have been any modification(s) that the same is in full force and effect as modified and stating the modification(s), and the date to which the Rent and Additional Rents have been paid in advance.

THIRTY-EIGHTH: Tenant shall comply and observe all reasonable Rules and Regulations which Landlord shall from time to time promulgate for the management and use of the Premises. Landlord shall have the right from time to time to amend or supplement any such Rules and Regulations, provided that Landlord agrees that such rules and regulations shall not unreasonably inhibit Tenant's operations. In all cases where Rules and Regulations are referred to in the Lease, Landlord agrees that Tenant will have the right to review and approve any rule or regulation changes prior to them going into effect. Tenant agrees to not unreasonably withhold its approval of said changes.

THIRTY-NINTH: INTENTIONALLY OMITTED.

FORTIETH: SEE ADDENDUM.

FORTY-FIRST: INTENTIONALLY OMITTED.

FORTY-SECOND: In the event that the whole or any part of said Premises shall be taken by any public authority under the power of eminent domain or like power, then the term hereof shall terminate as to the part of the Premises so taken, effective as of the date possession thereof shall be required to be delivered pursuant to the final order, judgment, or decree entered in the proceedings in the exercise of such power and the Rent and Additional Rent shall abate as to the portion of the Premises taken from the date possession is required to be delivered to the condemning authority. All damages awarded for the taking of the underlying Premises, or any part thereof, shall be payable in full amount hereof to and the same shall be the property of Landlord, including but not limited to, any sum paid or payable as compensation for loss of value of the leasehold or loss of the fee or any part of the Premises, and Tenant shall be entitled only to that portion of any award expressly stated to have been made to Tenant for loss of business and the loss of value and cost of removal of stock, equipment, furniture and fixtures owned by Tenant.

FORTY-THIRD: INTENTIONALLY OMITTED.

FORTY-FOURTH: INTENTIONALLY OMITTED.

FORTY-FIFTH: In the event Tenant should fail to perform any non-monetary obligation required to be performed by Tenant hereunder, such shall not constitute an event of default until Landlord has provided Tenant with written notice, specifying the alleged non-performance, and indicating Tenant's right to cure same within thirty (30) days of the Tenant's receipt of said notice (certified mail, return receipt requested), or, in the event such non-performance is of such a nature that same cannot be cured with reasonable diligence within such thirty (30) day period, commence to cure same within such thirty (30) day period and thereafter prosecute the curing of same to completion with all due diligence.

FORTY-SIXTH: INTENTIONALLY OMITTED.

FORTY-SEVENTH: INTENTIONALLY OMITTED.

FORTY-EIGHTH: HAZARDOUS SUBSTANCES

Lessee warrants and represents that it will, during the period of its occupancy of the Premises under this Lease, comply with all federal, state and local laws, regulations and ordinances with respect to the use, storage, treatment, disposal or transportation of Hazardous Substances. Lessee shall indemnify and hold Lessor harmless from and against any claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, reasonable attorney's' fees and costs) arising from the breach of the preceding warranty and representation.

For the purposes of this Section, the term "Hazardous Substances" shall be interpreted broadly to include but not be limited to substances designated as hazardous under the Resource Conservation and Recover Act, 42 U.S.C. S9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. S1257, et seq., the Clean Air Act, 42 U.S.C S2001, et seq, or the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. S9601, et seq., any applicable State Law or regulation. The term shall also be interpreted to include but not be limited to any substance which after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer and/or genetic abnormalities, and oil and petroleum based derivatives.

The provisions of this Section shall be in addition to any other obligations or liabilities Lessee may have to Lessor at law and equity and shall survive termination of this Lease.

FORTY-NINTH: RADON GAS

Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

FIFTIETH: QUIET ENJOYMENT

Upon paying the Base Rent and Additional Rent and all other sums due hereunder, and upon Tenant's observance and keeping of all the covenants, agreements and conditions of this Lease, Tenant shall quietly have and enjoy the Premises during the term of this Lease without hindrance or molestation by anyone claiming by or through Landlord; subject, however, to the terms, exceptions, reservations and conditions of this Lease.

IN WITNESS WHEREOF, the parties have executed this instrument for the purposes herein expressed, the day and year above written.

Signed, sealed and delivered in the presence of:
WITNESSES (Names MUST be typed
under signatures)

LANDLORD:

/s/ [ILLEGIBLE]                              /s/ DANIEL S. CATALFUMO
--------------------------------             --------------------------------
                                             DANIEL S. CATALFUMO, as Trustee
                                             under F.S. 689.071
/s/ [ILLEGIBLE]
-------------------------------

                                             TENANT:

                                             OUTSOURCE INTERNATIONAL, INC.


/s/ BARBARA T. MEALEY                        By: /s/ ROBERT LEFCORT
-------------------------------                 -----------------------------
                                                Executive Vice President

/s/ PHYLLIS J. HART
-------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the "Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the joint and several obligations of the undersigned, Tenant and the other guarantors. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY.

WITNESSES:                                   LABOR WORLD USA, INC.
(Name MUST be typed under signatures)



/s/ [ILLEGIBLE]                              /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the "Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the joint and several obligations of the undersigned, Tenant and the other guarantors. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY.

WITNESSES:
(Name MUST be typed under signatures)

/s/ BARBARA T. MEALEY                        /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the "Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the joint and several obligations of the undersigned, Tenant and the other guarantors. AS

A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION
THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING
BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS
WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF
THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL
BY JURY.

WITNESSES:                                   OUTSOURCE FRANCHISING, INC.
(Name MUST be typed under signatures)


/s/ BARBARA T. MEALEY                        /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the"Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the joint and several obligations of the undersigned, Tenant and the other guarantors. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY.

WITNESSES:                                   SYNADYNE III, INC., f/k/a LABOR
(Name MUST be typed under signatures)        WORLD OF AMERICA ,INC.


/s/ BARBARA T. MEALEY                        /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the "Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the joint and several obligations of the undersigned, Tenant and the other guarantors. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY.

WITNESSES:                                   SYNADYNE I, INC.
(Name MUST be typed under signatures)


/s/ BARBARA T. MEALEY                        /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the "Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the Joint and several obligations of the undersigned, Tenant and the other guarantors. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY.

WITNESSES:                                   SYNADYNE II, INC.
(Name MUST be typed under signatures)


/s/ BARBARA T. MEALEY                        /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the "Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the joint and several obligations of the undersigned, Tenant and the other guarantors. AS

A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION
THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING
BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS
WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF
THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL
BY JURY.

WITNESSES:                                   SYNADYNE IV, INC.
(Name MUST be typed under signatures)


/s/ BARBARA T. MEALEY                        /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the "Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the joint and several obligations of the undersigned, Tenant and the other guarantors. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY.

WITNESSES:                                   SYNADYNE V, INC.
(Name MUST be typed under signatures)


/s/ BARBARA T. MEALEY                        /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

GUARANTY

FOR VALUE RECEIVED and in consideration for and as an inducement of DANIEL S. CATALFUMO AS TRUSTEE UNDER F.S. 689.071 ("Landlord") making that certain Lease with OUTSOURCE INTERNATIONAL, INC. ("Tenant") dated October 19, 1995 (the "Lease"), the undersigned, on behalf of himself, his legal representatives, heirs, successors and assigns, guarantees to Landlord, Landlord's successors and assigns, the full performance and observance of all the provisions therein provided to be performed and observed by Tenant, including the Rules and Regulations, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion by Landlord against Tenant or any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification, extension, assignment or sublease of the Lease. In the event Landlord incurs any expenses in the enforcement of this guaranty whether legal action be instituted or not, the undersigned agrees to be liable for same (including reasonable attorney's fees) and to pay same promptly on demand by Landlord. The undersigned acknowledges that various corporations affiliated with the undersigned and also executing Guarantees of the Lease and the undersigned agrees that the obligations guaranteed by the undersigned and its affiliates shall be the pint and several obligations of the undersigned, Tenant and the other guarantors. AS A FURTHER INDUCEMENT TO LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY.

WITNESSES:                                   CAPITAL STAFFING FUND, INC.
(Name MUST be typed under signatures)


/s/ BARBARA T. MEALEY                        /s/ ROBERT LEFCORT
------------------------------               ----------------------------------
                                             Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

RULES AND REGULATIONS

1. The sidewalks, entrances, passages, courts, corridors and halls shall not be obstructed or used for any purpose other than ingress or egress without the prior written consent of Landlord.

2. No tenant shall mark, paint, drill into, or in any way deface any part of the Premises or the Building; provided, however, that alterations, the construction of Tenant improvements, and decorating shall be permitted subject to the terms of the Lease with Tenant. No boring, cutting or stringing of wires, installation of telephones and call boxes, or laying of linoleum tile or other floor coverings shall be permitted without the prior written consent of Landlord which shall not be unreasonably withheld (and then subject to such restrictions as Landlord shall impose as a condition to such consent).

3. No bicycles, vehicles of animals or any kind (except for guide dogs for the blind) shall be brought into or kept in or about the Premises. No cooking shall be done or permitted by any Tenant on the Premises without prior written consent of Landlord (and then subject to such restrictions as Landlord shall impose as a condition to such consent) for Tenant, its employees and invitees. No Tenant shall cause or permit any unusual or objectionable odors to escape from the Premises. Tenant shall be entitled to install a microwave and food vending machines for its employees and guests.

4. No Tenant shall make, or permit to be made any unseemly or disturbing noises, sounds or vibrations, or otherwise disturb or interfere with occupants of this or neighboring buildings or Premises or those having business with them, whether by the use of musical instrument, radio, phonograph, unusual noise, or in any other way. Tenant shall be entitled to hold parties in the parking lot periodically provided said parties do not unreasonable disturb other tenants or obstruct access to, visibility of any other tenant's premises.

5. No Tenant shall throw anything out of doors or down the public corridors, stairwells, or other public areas of the Building.

6. The requirements of Tenants will be attended to only upon application to the Manager's Office or to such other place as Landlord may from time to time direct.

7. Canvassing, soliciting and peddling in the Building are prohibited and each Tenant shall cooperate to prevent the same.

8. Tenant shall not obstruct, alter or in any way impair the efficient operation of Landlord's heating, ventilating and air conditioning system

9. (a) The parking areas shall be used for the parking of personal transportation vehicles (cars, pickups, motorcycles, etc.) only. The parking areas shall not be used for any other use including, without limitation, washing or repairing vehicles, overnight parking or other storage of vehicles, or loading and unloading (except in such zones as Landlord may from time to time designate for such purpose). Landlord agrees to designate a car washing zone in the parking areas provided that said zone shall not disturb any other tenants.

(b) Landlord shall have no obligation to maintain any attendant at or for the parking areas. Landlord shall have no obligation or liability to Tenant, its agents, employees, or invitees, for any loss or damage suffered to property or persons on account of the use or misuse of the parking areas by persons other than Landlord.

(c) Landlord reserves the right to use the parking areas for such other purposes as it may from time to time designate, provided any such other purpose does not unreasonably interfere with the use of the parking areas by Tenant for purposes of conducting Tenant's business on the Premises.

(d) Landlord reserves the right to tow, or cause to be towed, any vehicle on account of any violation of these Rules and Regulations, and the costs thereof shall be borne by the owner or driver of the vehicle, provided Landlord complies with all required laws and regulations regarding towing.

10. Tenant shall familiarize each of its employees with the portions of this Exhibit pertinent to them.

11. Landlord reserves the right to modify these Rules and Regulations and to institute other reasonable Rules and Regulations from time to time, which substituted Rules and Regulations shall not unreasonably inhibit Tenant's operations in the Premises.

12. Tenants shall not store or dispose of any hazardous material or waste in or about the Premises. Tenant shall indemnify and hold Landlord harmless from and against any claims, damages, costs, expenses or actions which arise out of any breach of this provision and such indemnity shall survive the termination of this Lease.

13. Tenant shall use dumpster in a conscientious manner. Dumpster shall be used for OFFICE TRASH ONLY generated from the business located on the Premises. NO off-site debris, construction trash metal, wood or toxic waste may be disposed of in the dumpster. Any violations will necessitate action by way of (1 ) charges for extra pick-up, or (2) a separate dumpster for habitual offender with that Tenant paying for the extra dumpster charge IN FULL.

WITNESSES (Names MUST be typed under

SIGNATURES)                                  LANDLORD:


/s/ [ILLEGIBLE]                              By: /s/ DANIEL S. CATALFUMO
------------------------------                   ------------------------------
                                                  DANIEL S. CATALFUMO, as
                                                  Trustee under F.S. 689.071
/s/ [ILLEGIBLE]
------------------------------               TENANT:
                                             OUTSOURCE INTERNATIONAL, INC.

/s/ BARBARA T. MEALEY                        By: /s/ ROBERT LEFCORT
------------------------------                   ------------------------------
                                                   Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

EXHIBIT "A"

SKETCH OF DESCRIPTION

LAND DESCRIPTION:

Lots 12, 13, and 14 and a portion of Lots 11 and 15, NEWPORT CENTER, according to the Plot thereof are recorded in Plot Book 115, Page 13 of the Public Records of Broward County, Florida, being more particularly described as follows:

COMMENCING at the Southwest corner of Lot 16, as shown on said plot of NEWPORT CENTER; thence S 74"09'07" E, along the south boundary of said Lot 15 and 16, for a distance of 201.89 feet to the POINT OF BEGINNING; thence N 15"09'53" E, 481.57 feet to a point on the North boundary of said Lot 11, said point also being on the arc of a non-tangent curve, concave to the Southwest (radial line to said point bears N 01"32'49" E); thence Southeasterly along the North boundaries of said Lots 11, 12 and 13 and the arc of said curve, having a radius of 2,600.00 feet, a central angle of 11"51'56" and an arc distance of 538.44 feet to a point on the East boundary of said Lot 13; thence S 14"16'46" W. along the East boundaries of said Lots 13 and 14, for a distance of 560.00 feet to a point on the South boundary of said Lot 14; thence N 74"09'07" W, along the South boundaries of said Lots 14 and 15, for a distance of 547.08 feet to the POINT OF BEGINNING.

Said lands lying and situate in the City of Deerfield Beach, Broward County, Florida, containing 286,157 square feet, 6.57 acres, more or less.
* Together with an easement for ingress and egress over the "private roadway easement" shown on the Plat and on the attached sketch for access to East Newport Center Dr.
NOTES:

1. Reproductions of this Sketch are not valid unless sealed with an embossed Surveyor's seal.
2. No Title Opinion or Abstract to the subject properly has been provided. It is possible that there are Deeds, Easements, or other instruments (recorded or unrecorded) which may affect the subject property. No search of the Public Records has been made by the Surveyor.
3. The land description shown hereon was prepared by the Surveyor.
4. Bearings shown hereon are based on the plat with the South line of Lot 16, having a bearing of S 74"09'07" E.
5. Data shown hereon was compiled from instrument(s) of record and does not constitute a boundary survey.
6. Abbreviation Legend: A = Arc Length; pyramid = Central Angle; CL = Centerline; F.P.L. = Florida Power & Light Company; L.B. = Licensed Business; P.L.S. = Professional Land Surveyor; P.O.C. = Point of Beginning; P.O.C. = Point of Commencement; R/W = Right-of-Way; R = Radius.

CERTIFICATION:

I HEREBY CERTIFY that the attached Sketch and Description of the hereon described property is true and correct to the best of my knowledge and belief as prepared under my direction on September 26, 1995. I FURTHER CERTIFY that this Sketch and Description meets the Minimum Technical Standards set forth in Chapter 61G17, Florida Administrative Code, pursuant to Section 472.027, Florida Statutes.

                                           /s/ MICHAEL D. AVIROM
                                               --------------------------------
                                               Michael D. Avirom, P.L.S.
                                               Florida Registration No. 3268
                                               AVIROM - HALL & ASSOCIATES, INC.
                                               L.B. No. 3300

[LETTERHEAD]                                                      JOB / 5495-1

                                                                  DATE: 9-26-95

SKETCH OF DESCRIPTION                                    EXHIBIT "A" (CONTINUED)

                                [GRAPHIC OF MAP]

[LETTERHEAD]                                                      JOB / 5495-1

                                                                  DATE: 9-26-95

                                                                  SHEET 2 OF 3

SKETCH OF DESCRIPTION                                    EXHIBIT "A" (CONTINUED)

                                [GRAPHIC OF MAP]

[LETTERHEAD]                                                      JOB / 5495-1

                                                                  DATE: 9-26-95

                                                                  SHEET 3 OF 3

LESSOR:  THE CATALFUMO COMPANIES      CONTRACTOR: CATALFUMO COMPANIES
         1540 Latham Road                         1540 Latham Road
         West Palm Beach, Fl. 33409               West Palm Beach, Florida 33409

TEBABT                                LEASE AREA      - Sq. Ft.  SLAB HGT: 12.00

===============================================================================================================
BASIC LESSEE IMPROVEMENT ALLOWANCES & STANDARDS
---------------------------------------------------------------------------------------------------------------
ITEM                DESCRIPTION                       ALLOWANCE     UNIT OF    STANDARD     COST BY    COST PER
                                                      QUANTITY      MEASURE   UNIT COSTS     LESSOR     SQ. FT.
---------------------------------------------------------------------------------------------------------------
GENERAL
CONDITIONS:

DEMISING WALLS;    Demising partitions at multiple
CORRIDOR WALLS:    Tenant floor corridors will be
                   provided as outlined herein.
                   3-5/8" metal stud with 5/8" Type
                   "I" drywall to slab above with
                   3-1/2" fiberglass sound insulation
                   installed within the partition.
                   2.5 linear foot per each 100 sq.
                   ft. of usable area                   1,000          LP       $22.90     $22,900.00    $0.57

INTERIOR WALLS:    3-5/8" metal studs with 5/8"
(Tenant Partit.)   gypsum wall board installed to
                   10'0" in height. ALLOWANCE: 1
                   linear foot of partition per 12
                   sq.ft. of usable area.               3,333          LP       $24.61     $82,025.13    $2.05

EXTERIOR WALLS:    1/2" Regular drywall installed
(To Window Sill)   on metal furring below window
                   unit. Drywall sill & header.
                   Allowance: 1 linear foot per
                   each 30 sq.ft. of usable area.       1,333          LP       $16.39     $21,847.87    $0.55

PAINTING:          Two coats of latex palot or One
                   coat of oil base primer per
                   Building Standard partition
                   allowance.                          87,991          SF       $0.40      $35,196.20     $0.88

ENTRY DOOR:        3'0"-7'0" solid core stain
                   grade Birch door; in a painted
                   hollow metal frame; Hardware to
                   be Schlage "A" Series cylindrical
                   lock, 2 pair of hinges, door stop
                   and a surface mounted closer. All
                   hardware to have brushed chrome
                   finish (626) ALLOWANCE: 1 door
                   assembly per 5,000                       8          EA      $973.40      $7,787.20     $0.19

INTERIOR DOORS:    3' - 0" X 6' - 8" solid core
(Tenant Doors)     stained Birch door; in a paint
                   grade wood frame; Hardware to be
                   Schlage "S" Series cylindrical
                   latch set with lever type handel,
                   1-1/2 pair of hinges and a door
                   stop. All hardware to be brushed
                   chrome finish (626). ALLOWANCE: 1
                   door assembly per 350 sq.ft. of
                   usable area.                           114          EA      $275.00      $31,350.00    $0.78

ACOUSTIC           Complete ceiling area at finished
CEILING:           height of 9'-10'; 2' x 2' x 5/8"
                   Class "A" regular, lay-in white
                   acoustic tile ceiling with exposed
                   white grid                          40,000          SF       $1.15       $46,000.00    $1.15

BASE:              Building Standard 4" vinyl base;
                   in accordance with Building
                   Standard partition allowance         7,199          LF       $0.90        $6,479.10    $0.16
                   Upgrade base to wood in 8,000 s.f.   1,800          LF       $3.50        $6,299.30    $0.16

CARPET:            Building Standard glue-down
                   commercial carpet:                   3,911          SY      $13.50       $52,798.50    $1.32
                   Upgrade carpet allowance in
                   8,000 s.f.                             908          SY      $16.00       $15,644.80    $0.39

COMMON AREA        Common Area restroom facilities
RESTROOMS:         equiped with Building Standard
                   fixtures, toilet partitions,
                   bath accessories, ceramic tile
                   floors & vainscot, etc. . . .
                   All restroom  facilities are
                   constructed to meet handicap and
                   local building codes as follows:
                   Allowance: 2 men's and 2 women's
                   restrooms with five (5) toilets
                   and (4) sinks to each women's
                   restroom, three (3) toilets,
                   three urinals and four (4) sinks
                   in each men's restroom. Allowance
                   also includes six (6) drinking
                   fountains (3 per floor) and two
                   janitor's closets with top sink.         4           EA  $33,730.00      $134,920.00    $3.37

PRIVATE/EXECUTIVE  Private/Executive restroom
RESTROOMS:         facilities equiped with Building
                   Standard plumbing fixtures,
                   ceramic tile floors & vainscot,
                   bath accessories, etc. . . .
                   Allowance: 4 restrooms complete         4           EA   $2,684.00       $10,736.00    $0.27

FIRE SPRINKLERS:   Relocation of shell building fire
                   sprinkler heads for interior lay-
                   out. Allowance 1 semi-recessed
                   fire sprinkler head per 100 square
                   feet.                                 400           EA      $75.00       $30,000.00    $0.75

AIR CONDITIONING:  One (or at the Landlord's option,
                   several) split system, air to air
                   A/C unit(s) will be provided for
                   cooling, ventilating and where
                   necessary, heating the demised
                   premises. Units will be complete
                   with air distribution ductwork,
                   air outlets, automatic controls
                   and electric wiring. System will
                   be capable of maintaining comfort
                   conditions in the leased space(s)
                   under normal office occupancy
                   heating / cooling loads.
                   Allowance: 1 ton per 325 square
                   foot of usable area.                  123         TONS     $950.00      $116,850.00    $2.92

ELECTRICAL         Extension of existing building
DISTRIBUTION:      electrical service (277/480 volt)
                   into Tenant Space for
                   distribution to electrical
                   devises. Each Tenant will be
                   provided with an adequate
                   electrical service to accomodate
                   normal office occupancy
                   electrical requirements.
                   Additional electrical
                   requirements above and beyond
                   that provided by the Landlord
                   will be at Tenant's sole cost
                   and expense.                       40,000           SF       $1.00       $40,000.00    $1.00

LIGHT FIXTURES:    Lighting will be Building
                   Standard recessed flourescent
                   2' X 4' 3-tube fixtures with
                   acrylic lenses. One light
                   fixture will be provided for
                   every 80 square feet of Tenant
                   usuable area.                         400           EA      $95.00       $38,000.00    $0.95
                   Upgrade light fixtures to
                   parabolic in 8,000 s.f.               100           EA     $140.00       $14,000.00    $0.35

SWITCHES:          Building standard toggle
                   switch, single pole w/cover
                   plate. 1 switch per 225 square
                   feet of useable area.                 178           EA      $36.00        $6,408.00    $0.16

DUPLEX OUTLETS:    Building standard duplex outlet,
                   wall mount, 120 volt 1 outlet
                   for every 70 square feet of
                   usable area.                          571           EA      $36.00       $20,556.00    $0.51

TELEPHONE OUTLETS: Building standard telephone
                   outlet (Unwired): 1 outlet per
                   150 square feet of useable area.      267           EA      $25.00        $6,675.00    $0.17

EXIT LIGHTS:       Building standard exit light
                   w/ battery pack: 1 sign for
                   each 1500 sq.ft. of usable area.       26           EA     $250.00        $6,500.00    $0.16

EMERGENCY LIGHTS:  Building standard emergency
                   light with battery pack: 1
                   light per 1 500 sq.ft. of usable
                   area.                                  26           EA     $250.00        $6,500.00    $0.16

LIFE SAFETY        Building standard life safety
SPEAKERS:          speaker: 1 speaker for every
                   3000 sq.ft.                            13           EA     $250.00        $3,250.00    $0.08

SPECIALITIES:      Additional Interior Build-Out
                   Allowance for window treatments,
                   upgraded lighting, cabinets,
                   security systems, work out room
                   upgrades, etc.                     40,000           SF       $2.00       $80,000.00    $2.00

ENTRY LOBBY:       Building entry lobby complete
                   with granet flooring and base,
                   wallcoverings, upgraded ceilings,
                   drywall soffits and light cove.
                   Allowance 2,000 square feet.        2,000           SF      $35.00       $70,000.00    $1.75

ARCHITECTURAL &    Professional Fees for
ENGINEERING FEES:  Architectural and Engineering
                   Services to complete Interior
                   Working Drawings                40,000.00           SF       $1.75       $70,000.00    $1.75

PERMIT:            Building and Trade Permits
                   for Interior Build-Out:            40,000           SF       $0.34       $13,600.00    $0.34
---------------------------------------------------------------------------------------------------------------
TOTAL ALLOWANCES:                                     40,000           SF      $24.91      $996,323.10   $24.91
---------------------------------------------------------------------------------------------------------------
CONTRACTOR'S OVERHEAD:                                                            101       $99,632.31    $2.49
---------------------------------------------------------------------------------------------------------------
TOTAL WORK LETTER ALLOWANCE:                                                             $1,095,955.41   $27.40
---------------------------------------------------------------------------------------------------------------

EXHIBIT "A" (CONTINUED)

September 13, 1995

SPECIFICATIONS
for
SITE WORK AND BUILDING SHELL
for
OUTSOURCE INTERNATIONAL

I. ASSUMPTIONS

A. Site size approximately 4.52 acres.
B. Two story building of 50,000 square feet total.
C. All construction will conform to State and Local building codes and meet ADA 1990 compliance requirements.

II. LIFE SAFETY

A. Building shall comply with all local and state codes.

III. GENERAL

A. Architectural
B. Structural Engineering
C. Civil Engineering
D. Mechanical Engineering
E. Electrical Engineering
F. Landscaping Architect
G. Traffic Engineering
H. Soils and Environmental Engineering
I. Surveys
J. Site Plan Approval
K. Traffic Impact Fees
L. Developer's Agreement Fees regarding Water and Sewer
M. Building Permit Fees

EXHIBIT "A" (CONTINUED)

N. Testing
1. Concrete Compression Tests
2. Soil Compaction Tests
O. Structural inspections.
P. Temporary utilities, telephone and water for construction.
Q. Temporary services, trailer rental and portable toilets.
R. Trash removal during construction.
S. Final clean of entire building, windows, floors, etc.

IV. SITE WORK

A. Clearing and grading of site.
B. Clean fill spread and compacted to sub-grade for building pad, parking lot and landscape areas.
C. Storm water and retention systems are required to comply with requirements of all governmental agencies.
D. Water and sewer services from property line to building.
E. Fire hydrant(s) as required to meet local Fire Marshall's requirements.
F. Conduit for telephone and power service from property line to building.
G. Paving layout in accordance with site plan.
1. 271 parking spaces.
2. Parking area to be 6" compacted limestone rock base or crushed concrete with 1" of asphalt.
3. Stripes, bumpers, handicapped signage as required.
H. Concrete walks at building entries and extruded curbs at parking lot end islands.
I. Concrete slab, six foot high concrete block dumpster enclosure with gates.
J. Landscape and irrigation of site to meet city and park criteria.
K. Irrigation to include all timers, pumps, heads and piping to achieve required coverage.

V. SITE LIGHTING

A. Site lighting to consist of concrete light poles with lighting sufficient to illuminate all parking areas to local code requirements.

VI. BASE BUILDING STRUCTURE

A. Two-story 50,000 square foot building shell to be constructed to meet South Florida Building Code and Hurricane Code.
B. 3,000 PSI concrete slab, 4" thick.
C. Second floor PSI 60 lb live load and 20 lb dead load for total of 80 lb load.

EXHIBIT "A" (CONTINUED)

D. 8" concrete block exterior walls with lightly textured stucco finish
(similar to stucco finish at new Motorola building in Quantum) painted with two (2) coats of high quality paint.
E. Floor to deck height:
1. First floor 12'
2. Second floor 12'
F. Roof construction shall be structural steel and bar joists.
G. Exterior bronze glass windows. Entry doors and windows to have anodized aluminum frames.
H. One(1) 3,000 lb. elevator with fireman's return. (See attached specifications)
I. Stairway(s) to code.

VII. ROOFING

A. Roofing to meet or exceed all hurricane and wind requirements of South Florida Building Codes.
B. Internal sound insulated roof drains at exterior wall on two sides of building.
C. Roofing system to be built up three-ply. Roof to be pitched for adequate drainage toward roof scuppers and internal drains.
D. Manufacturer's bond for proposed system is 10 years minimum.
E. Minimum R value of R-19.
F. Ladder and roof hatch for access to the roof.

VIII. ELECTRONIC/PHONE ROOM

A. Electrical room 1000 amp switch. Service to be 227/480 volt if available or 220.

IX. FIRE SPRINKLERS

A. Building to be fully fire sprinkleres according to the NFPA Standards.

X. GLASS AND GLAZING

A. Front entry area shall be 1/4" thick bronze store front glass. Frames to be anodized aluminum. Color to be selected from standard colors.
B. Entry doors - double swinging glass store front narrow stile doors at lobby entry area.

EXCLUSIONS - NOT IN PROPOSAL

In addition to any other items not included in this proposal, the following items are excluded:

1. Building signage or site signage.

EXHIBIT "A" (CONTINUED)

2. Appliances.
3. Security system or card access system.
4. Utility deposits of any kind.

NOTE: The aforementioned qualifications are meant to serve strictly for guideline purposes. It is expressly understood that any final agreement shall be based upon a detailed set of plans and specifications to be approved by both Landlord and Tenant.

EXHIBIT "A" (CONTINUED)

[OLSON GROUP INTERNATIONAL, INC. LETTERHEAD]

SEPTEMBER 11, 1995
Revised 9/15/95 W/ response from Catalfumo Revised 9/19/95

OUTSOURCE INTERNATIONAL
8000 N. FEDERAL HIGHWAY
BOCA RATON, FLORIDA 33487

REVISED BUILDING QUESTIONNAIRE
50,000 SQ.FT. 2 STORY OFFICE BUILDING
NEWPORT CENTER
DEERFIELD BEACH, FLORIDA

This memo shows the response from Catalfumo regarding the September 11th memo. Response is in bold type. We have also included items that may result in additional costs to OutSource International. Please review these items and give me a call so we can finalize the numbers and procedures.

INTERIORS AND BASE BUILDING:

1. Catalfumo gave permission for OutSource International to shift quantities/ dollar values for each selected trade and or professional fees.
R: AGREES EXCEPT FOR BASE BUILDING DOLLARS.

2. Cabling is NIC to Catalfumo.
R: ALSO INCLUDES VOICE AND DATA NIC.

3. Interior Design services are NIC. OutSource will be required to provide there own Interior Design finishes and details. These finishes can be presented by Outsource's Designer and Catalfumo's Architect will coordinate these documents. OGI will recommend designers to Outsource International. The projected fee for interior design services with limited scope is in the range of .30 - .40 cents per square foot.
R: AGREES BUT THE SELECTED DESIGNER MUST HAVE AUTOCADD TO BE COMPATIBLE WITH CATALFUMO'S ARCHITECT.

4. Programming will be completed by OutSource International. The estimated value is .15 cents per sq.ft. and is not included in the Architects base fee of $1.75.
R: AGREES:

EXHIBIT "A" (CONTINUED)

Page Two:

5. Catalfumo acknowledged that there would be three competitive bids for each trade. OutSource International can recommend a subcontractor for any trade on the interior construction. These subcontractors must be approved by Catalfumo first.
R: THESE BIDS WILL BE ACCEPTED FOR INTERIOR ONLY. NOT BASE BUILDING. THE RECOMMENDED SUBS FROM OUTSOURCE MUST CONFORM TO THE SCHEDULE PREPARED BY CATALFUMO AND THEIR RULES OF CONSTRUCTION.

6. All telephone jacks will have ( 2 ) 1/2" conduits for both voice and data at each pull.
R: AGREES.

7. Catalfumo will supply prices for 7'0" and 8'0" doors in lieu of 6'8" doors specified.
R: STILL AWAITING PRICES FROM JAN WOLFE.

8. Port "A" Couchero is NIC. Catalfumo estimated the cost was $14-$15 per square foot of roofed area.
R: THIS NUMBER IS AN ESTIMATE AT THIS TIME. IT ALSO WILL BE REQUIRED TO CONFORM TO LOCAL ZONING APPROVALS AND PERMIT PROCESS.

9. One hydraulic elevator of 3000 lbs is included.
R: AGREES, BUT WE NEED TO KNOW THE SIZE L X W X H

10. Supplemental designs for AC for special areas are not included in the base fee of $1.75 per sq.ft. The add for this work is about .06 - .08 cents per foot.
R: AGREES.

11. Overall watts per square foot for the entire space is 17 watts. Specific needs for distribution will be determined by OutSource International.
R: AGREES.

12. Solar Cool glass is an additional $2.50 per sq.ft. of glazed area. Tim Page will advise of payback for savings time period.
R: THIS ESTIMATE WILL BE ABOUT $3.00 PER SQ.FT.

13. Hurricane shutters are included in base price of building. OutSource International was informed that they must store these shutters on site.
R: THIS VALUE IS AROUND $3.00 PER SQ.FT. THE EXACT DESIGN WILL BE CONFIRMED, BUT THE BUILDING WILL MEET THE REQUIRED CODES.

EXHIBIT "A" (CONTINUED)

Page Three:

BASE BUILDING SPECIFICATIONS:

We have reviewed the base building specifications supplied by Catalfumo and please note the following budget conclusions.

1. The base building core can be built for about $36.00 per square foot or $1,800,000.00

2. The interior fit up number for $29.00 per sq. ft. we feel is adequate to accommodate OutSource's needs. This number is $1,450,000.00

3. Therefore that gives us an approximate land value, permit fees, commissions, profit etc of $2,050,000.00

4. Catalfumo will allow a review of finishes and related costs associated with design changes to the exterior of the building. If these revisions do save money on the base building, money can be reallocated. This will not be written in the lease, but will be a verbal agreement between Can Catalfumo and OutSource.

5. We have received from Catalfumo interior specifications for items that we requested information on:

Toilets:                      American Standard or equal
Bathroom Accessories:         Bobrick or equal
Ceramic Tile:                 American Olean 2"x2" floor
                              41/4"x41/4" wall
Base:                         Mercer or equal
Carpet: Dimension,            100% nylon different grades
Light Fixtures:               2'x4', 3 lamp 18 cell parabolid with
                              electronic ballasts and F40CWWN watt
                              misers. Lithonia or equal.
Acoustical Ceilings:          Building standard 2'x2', class A regular
                              with 15/16" exposed white grid.
                              Armstrong 704A or equal.

I have included a typical list of items that we feel will require additional funding other than what is listed on the workletter form. Please note that this is only a list for reference and will need to be clarified. OutSource's input is critical to finalizing any budget numbers relating to these items.

EXHIBIT "A" (CONTINUED)

[CATALFUMO LETTERHEAD]

September 15, 1995

Mr. Glenn Olson
President
OLSON GROUP INTERNATIONAL, INC.
10242 N.W. 47th Street, Suite 39
Sunrise, FL 33351

Mr. Joseph Perillo
President
PERILLO CONSTRUCTION, INC.
1304 S.W. 160th Avenue
Suite 104
Ft. Lauderdale, FL 33326

RE: OUTSOURCE INTERNATIONAL BUILD-TO-SUIT

Gentlemen:

Regarding your memo dated September 11, 1995, our response is as follows:

1. Agreed.

2. Neither data or phone cabling is the responsibility of Catalfumo.

3. Interior design services are NIC. Catalfumo's architect will insert designers specification, if any, within his plans. Please select a designer who uses compatible software with our architect so date transfer is simplified. Catalfumo makes no representation as to what your interiors design costs should be.

4. Your statement is correct.

5. Agreed. Subcontractors must perform according to Catalfumo scheduling and standards.

6. Your statement is correct.

7. Door 6'8" are in our budget. Catalfumo will supply price for 7'0" and 8'0" doors as an upgrade.

EXHIBIT "A" (CONTINUED)

OUTSOURCE INTERNATIONAL, INC.
BASIC LESSEE IMPROVEMENT ALLOWANCES & STANDARDS

TYPICAL MATERIAL SPECIFICATIONS

ACOUSTICAL CEILINGS: Building standard ceiling system shall be 2'-0" x 2'-0" x 5/8" Class "A" regular, lay-in white acoustical tile ceiling with 15/16" exposed white grid. Armstrong 704A or equal.

BASE: Building standard vinyl base shall be 4" vinyl cove base. Mercer or equal.

CARPET: Building standard carpet shall be 30 oz. cut pile 100% nylon, commercial grade carpet or 26 oz. level loop, 100% nylon commercial grade carpet installed using direct glue method. Dimension carpet "Flavors 30". Dimension carpet "670 Reunion"

UPGRADE CARPET: Building standard upgrade carpet shall be 36 oz. cut pile, 100% nylon commercial grade carpet. Dimension carpet "Flavors 36".

RESTROOM FACILITIES: Building standard restroom facilities shall include the following:
/bullet/ CERAMIC FLOOR TILE: Shall be 2" x 2" unglazed mosaic floor tile, standard grade. American Olean or equal in groups 1 and 2 only. Ceramic WALL tile shall be 4 1/4 x 4 1/4 glazed wall tile, solid color straight pattern. American Olean or equal bright or matt glazed.
/bullet/ PLUMBING FIXTURES: Shall be American Standard or equal white in color. /bullet/ BATH ACCESSORIES: Shall be Bobrick or equal.

ELECTRICAL LIGHT FIXTURES: Standard fixtures shall be 2' x 4'; 3-tube flourescent fixture with acrylic lens. Fixture shall be equipped with energy saving ballasts and F40CWWN watt miser bulbs. Lithonia or equal.

UPGRADE LIGHT FIXTURES: Shall be 2' x 4', 3-tube flourescent fixture with 18 cell parabollo lens. Fixture shall be equipped with energy saving ballasts and F40CWWM watt miser bulbs. Lithonia or equal.

EXHIBIT "A" (CONTINUED)

Mr. Glenn Olson
President
OLSON GROUP INTERNATIONAL, INC.

and

Mr. Joseph Perillo
President
PERILLO CONSTRUCTION, INC.
September 15, 1995
Page Two

8. Porto-co-chere is NIC. Estimated cost is $14 - $15 per square foot of roof area, but is subject to construction plan. The availability of a porte-co- chere is subject to site plan approval.

9. Agree.

10. Agree.

11. Your statement is correct.

12. Glass in budget has shade coefficient of .69. High performance glass has shade coefficient of .44. The additional cost is $2.50 - $3.00 psf of surface area of glass. The payback estimate by our HVAC consultant cannot be calculated without knowing the base electric bill. He did say the energy savings would be on the order of 10% of your monthly energy bill depending on the ultimate design.

13. The building will meet the hurricane code requirements for Broward County.

Jan will contact Joe Perillo directly about additional specifications.

Sincerely,

/s/ TIMOTHY J. PAGE
    -----------------------
    Timothy J. Page
    Director of Development

dls

EXHIBIT "B"

[GRAPHIC OF MAP]

SIGN SPECIFICATIONS

All signs shall be subject to the approval of Landlord, the City of Deerfield Beach and the Architectural Review Board of Newport Center. Prior to fabrication Tenant shall obtain all required approvals and provide evidence of same to Landlord. Landlord's consent shall be determined by whether or not the signs meet the requirements of the Declaration of Covenants, Restrictions and Easements for Newport Center.

LEASING SITE PLAN

To Lease dated the 19th day of October, 1995 between Daniel S. Catalfumo as "Landlord", and OutSource International, Inc., as "Tenant".

TO BE PREPARED FOR PER ADDENDUM

                                                                 ESTIMATED
                                                                 PRICE
TOTAL SQ. FT.         50,000                                     PER
                                             BUDGET              SQ. FT.

CATEGORY

INSURANCE                                    $ 11,000            $0.22

ASSOCIATION DUES                             $ 13,217            $0.26

MANAGEMENT FEES                              $ 27,500            $0.55

REPAIR AND MAINTENANCE                       $ 10,000            $0.20

IRRIGATION SYSTEM                            $  1,000            $0.02

LANDSCAPE MAINTENANCE                        $ 15,000            $0.30

LANDSCAPE REPLACEMENT                        $    500            $0.01

JANITORIAL (By Tenant)                       $      0            $0.00

MISCELLANEOUS                                $  1,000            $0.02

R.E. TAX EXPENSE                             $ 77,500            $1.55

RESERVES (parking lot/lighting/roof)         $  1,500            $0.03

TAXES AND LICENSES                           $  1,000            $0.02

TELEPHONE (ELEVATOR)                         $  1,000            $0.02

ELECTRIC EXPENSE                             $  6,000            $0.12

WATER/SEWER                                  $  4,000            $0.08

WASTE EXPENSE                                $  4,500            $0.09
                                             --------            -----
TOTAL EXPENSES                               $174,717            $3.49
                                             ========            =====

NOTES:

ADDENDUM

THIS ADDENDUM is executed this___day of October, 1995, by and between DANIEL S. CATALFUMO, as Trustee under F.S. 689.071, ("Landlord") and OUTSOURCE
INTERNATIONAL, INC. ("Tenant").

B A C K G R O U N D:

A. Landlord and Tenant have entered into that certain Lease of even date herewith to which this Addendum is attached.

B. Landlord and Tenant desire to amend the Lease as set forth below.

NOW THEREFORE, in consideration of the sum of $10.00 and other good and valuable consideration, the parties agree as follows:

1. BASE RENT AND ADDITIONAL RENT. The Base Rent under the Lease for the first two lease years commencing on the Rent Commencement Date shall be $438,000.00 annually, payable in monthly installments of $36,500.00. Commencing with the third lease year, the Base Rent shall be $510,000.00 annually, payable in monthly installments of $42,500.00. Thereafter, Base Rent shall escalate in accordance with the provisions of paragraph twenty-ninth of the Lease. The Additional Rent (common area expenses and sales taxes under paragraph Twenty-Seventh) is initially estimated to be $174,256.00 annually, payable in monthly installments of $14,521.33 based upon the estimate of common area expenses as set forth on Exhibit "C". The Base Rent, Additional Rent and Purchase Option Price pursuant to paragraph 2 below are all based on Tenant leasing 40,000 gross square feet in a 50,000 gross square foot building. Upon completion of the construction of the Building and Premises, Landlord shall cause the Building and Premises to be measured to determine the actual as built square footage of the Building and the Premises. The square footage of the Premises shall be determined by measuring from the outside of the exterior walls to the middle of any interior demising walls. The square footage of the Building shall be measured from the outside of the exterior walls to the outside of exterior walls. If the square footage of the Premises is more than 40,000 square feet, the Base Rent for the first lease year shall be increased based on $10.95 per gross square foot per year. In no event shall Tenant design the premises to contain less than 40,000 square feet. If the square footage of the Building is more or less than 50,000 square feet, the Purchase Option Price shall be adjusted up or down based on a purchase price of $106.00 per square foot. Landlord's architect shall measure the Building and Premises and provide the measurement to Landlord and Tenant. If Tenant desires to confirm the measurement, Tenant may retain an independent, licensed architect or engineer to measure the Building and Premises at Tenant's expense. If the measurements differ, Landlord's architect and Tenant's retained architect/engineer shall confer and agree on the measurement and the agreed measurement shall be binding on Landlord and Tenant.

2. OPTION TO PURCHASE. Tenant shall have the Option to Purchase the 50,000 square foot Building in which the Premises are located for a period commencing on the date of execution hereof and ending two (2) years from the date of issuance of the Certificate of Occupancy for the Building. The terms of the Option shall be in accordance with the Option Agreement attached hereto as Exhibit "B".

3. BALANCE OF SPACE IN BUILDING. Landlord agrees that it shall not actively market the remaining 10,000 square feet in the Building until February 1, 1996, and when commencing such marketing shall give highest priority to tenants seeking lease terms of five (5) years or less to allow for possible expansion by Tenant. Prior to February 1, 1996, Landlord agrees that it will agree to lease the remaining 10,000 square feet to Tenant on the same terms and conditions as set forth herein, except that the Improvement Allowance shall be $27.50 per square foot and the General Conditions and Supervision changes of Landlord's contractor shall be deducted from the Improvement Allowance.

C. All work on the Tenant Improvements shall be performed, and all materials shall be obtained, by Contractor. Tenant shall be entitled to, at its own expense, have an architect or engineer to monitor the progress of construction of the Building and Tenant Improvements. Landlord shall grant Tenant's representatives free access to the Building and Premises during construction provided that all such accesses are in accordance with good construction safety procedures, Tenant indemnifies Landlord and holds Landlord harmless from any claim or damage arising out of Tenant's representative having access to the Premises and Building, and provided that neither Tenant's representative nor Tenant shall interfere with the construction of the Building and Tenant Improvements. Contractor shall warrant the quality and workmanship of the Building and Site Improvements and Tenant Improvements for a period of one (1) year after completion of the Building and Tenant Improvements.

D. Landlord shall provide Tenant with an improvement allowance (the "Improvement Allowance") which shall be applied to the cost of (i) the Architect preparing the Plans and Specifications for the Tenant Improvements (but not for interior design and programming services),
(ii) obtaining the required permits, and (iii) completing the construction of the Tenant Improvements in accordance with the terms of this Lease. The Improvement Allowance shall be in an amount equal to $29.00 per square foot multiplied times the gross square footage as shown in the Plans and Specifications approved by Tenant and Landlord. Based on a gross square footage of 40,000 square feet, including core areas, the Tenant Improvement Allowance will be $1,160,000.00. If the square footage of the Premises is increased or decreased pursuant to paragraph 1 of this Addendum, the Tenant Improvement Allowance shall be adjusted accordingly. The costs to be applied against the Improvement Allowance shall include, without limitation, the cost of preparing the Plans and Specifications, the cost of obtaining all required permits, and the amount of Landlord's contract with Landlord's Contractor for the construction of the Tenant Improvements. Landlord's Contractor's price to construct the Tenant Improvements shall include 10% to the Contractor for overhead and profit. The General Conditions and Supervision line item which was deleted from Exhibit "A" shall not be deducted from the Improvement Allowance, but rather shall be borne by Landlord. The Improvement Allowance shall not contain any limit on any particular line item, but rather only the overall $29.00 per square foot limitation which may be shared between line items as Tenant may elect. Tenant shall be responsible for all costs to the extent that said costs exceed the $29.00 per square foot Improvement Allowance. If the costs are less than $29.00 per square foot, any balance shall be paid to Tenant at the time of occupancy of the Premises. The Improvement Allowance shall not be applied to the cost of the "Site Improvements" as described in the Proposal, the items under the heading "General" in the Proposal as they apply to the construction of the Building and the Site Improvements or the cost of constructing the Building in accordance with the heading "Building" in the Proposal, the cost of all of which shall be borne by Landlord. Tenant shall be entitled to designate subcontractors to be included in the bidding by Landlord's Contractor of the construction of the Tenant Improvements (including the construction trash removal service) and Landlord's Contractor shall include such subcontractors in the bid process and Landlord shall award the subcontracts to the subcontractors designated by Tenant provided the subcontractors are licensed, insured and bonded as may be required by Landlord's Contractor and/or lender.

E. If the estimated cost of the Tenant Improvements exceeds the Improvement Allowance or if Tenant requests Landlord to have any additional work performed on the Premises during the term of the Lease subsequent to the

completion of the Tenant Improvements, Tenant shall deposit within five
(5) business days of written notice from Landlord an amount equal to Landlord's reasonable estimate of the overage or the cost of such additional work prior to commencement of the work. If any work requested by Tenant is of a nature that may require a specialty trade, then Landlord's Contractor shall solicit a minimum of three subcontractor bids per trade prior to approval of the cost of such additional work by Tenant. If Tenant fails to deposit with Landlord the sums required pursuant to this Paragraph, Landlord shall be entitled to treat said failure as an event of default or Landlord may elect to borrow the funds not deposited from whatever source is available at market rates and Tenant shall immediately upon demand pay to Landlord the sums borrowed by Landlord hereunder together with all accrued interest. The sums paid to Landlord shall be applied first to accrued interest and then to the principal sum borrowed. If the cost of the additional work exceeds or is less than the estimate of Landlord, Tenant shall pay such excess to Landlord upon demand or Landlord shall promptly refund such overage as the case may be.

F. If Tenant fails to furnish any required plan, information (including, without limitation, any material, furnishing, equipment, color, or other selection), approval or consent within five (5) days after written request from Landlord and Tenant's failure to do so delays or would delay the issuance of a Certificate of Occupancy for the Premises, Landlord shall be entitled to provide such plan, information, approval or consent and/or make such selection on behalf of Tenant using Landlord's reasonable judgment to enable Landlord to complete construction of the Premises and obtain the Certificate of Occupancy. If Tenant thereafter requests any modification, deletion or addition constituting a Change Order to the Premises, said work shall be performed by Contractor at Tenant's expense in accordance with Paragraph E above.

5. CONSTRUCTION FINANCING. TIMING OF CONSTRUCTION. Landlord warrants and represents to Tenant that Landlord, by means of its construction line of credit or other financing to be selected by Landlord, has available construction loan financing for the development of the Building and premises. Upon the execution of the Lease and provided Tenant meets the time tables for delivery of floor plans and other construction items pursuant to paragraph 4 of this Addendum, Landlord shall commence development of the Site and construction of the Building within four (4) months of execution of the Lease. Further, Landlord agrees to diligently prosecute the completion of development of the Site and construction of the Building and premises such that Landlord shall complete construction of the Building and Premises within ten (10) months of the date of execution of the Lease. If Landlord fails to complete construction of the Building and premises within said time frame, and provided that said failure is not as a result of (a) the failure of Tenant to provide the required floor plans selections or construction approvals; (b) the unavailability of any of Tenant's equipment or specially ordered interior finishes; or (c) the failure of Tenant to give any required consent, approval, selection or payment, Landlord shall grant Tenant a free rent credit equal to one (1) day of free base rent for each day completion of construction is delayed beyond the ten (10) month period from execution of the Lease.

6. LANDSCAPING, PORTE-CO-CHERE. Landlord agrees to install landscaping and irrigation on the Site with a cost of not less than $50,000.00. In addition, Landlord agrees to add a porte-co-chere to the Building at Landlord's expense not to exceed $7.50 per square foot up to 1,000 square feet with Tenant to pay the balance of the cost of the porte-co-chere of $7.50 per square foot up to 1,000 square feet. Landlord agrees to obtain three subcontractor bids per trade for the construction of the porte-co-chere.

7. PERMANENT FINANCING. Landlord shall furnish to Tenant permanent financing on terms no less favorable than those set forth in paragraph 3 of the Option Agreement attached to this Lease. If necessary, Landlord shall be entitled to provide such financing through purchase money wrap around financing to be provided by Landlord. If Landlord is not able to provide the

required financing to Tenant for any reason other than Tenant's refusal to provide necessary information to proposed lenders or Tenant's failure to execute loan documentation in form and substance customary to such financing in the then current permanent financing market, Tenant shall, upon ninety (90) days prior written notice to Landlord, be entitled to terminate this Lease, in which event, Landlord and Tenant shall have no further obligation hereunder. In addition Landlord shall be entitled at any time during the period prior to the exercise of the Option by Tenant to notify Tenant of Landlord's inability to provide the required financing, in which event, Tenant shall have thirty (30) days to terminate this Lease. If Tenant fails to exercise its rights to terminate the Lease within said thirty (30) day period, Tenant's right to terminate the Lease shall be deemed waived and of no further force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date set forth above.

WITNESSES (Names MUST be typed under
signatures)                                  LANDLORD:

                                             By: /s/ DANIEL S. CATALFUMO
                                                 ------------------------------
/s/ [ILLEGIBLE]                                    Daniel S. Catalfumo, as
---------------------------------                  Trustee under F.S. 689.071



/s/ [ILLEGIBLE]
---------------------------------

TENANT:
OUTSOURCE INTERNATIONAL, INC.

/s/ BARBARA T. MEALEY                        By: /s/ ROBERT LEFCORT
------------------------------                   ------------------------------
                                                   Executive Vice President

/s/ PHYLLIS J. HART
------------------------------

EXHIBIT 10.18

STATE OF FLORIDA
COUNTY OF BROWARD

OPTION AGREEMENT

STATEMENT OF BACKGROUND INFORMATION

Seller is the owner of all that tract or parcel of land described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property").

The Property will be improved by the construction thereon of a professional office building (the "Building"), as contemplated and described in that certain lease (the "Lease") entered between Purchaser and Seller to which thiseOption Agreement is attached as an Exhibit by reference, and will have located thereon or affixed thereto, or located in or affixed to the Building, certain equipment, machinery and fixtures (the "Equipment"), and certain items of personalty (the "Personal Property"). Purchaser desires to purchase from Seller the Property, the Building, the Equipment and the Personal Property (hereinafter referred to collectively as the "Contract Property"), and to obtain an option for such purpose. Seller is willing to sell the Contract Property upon the terms and conditions herein stated, and to grant an option for such purpose.

In consideration of the premises, the mutual covenants and agreements herein contained, and the sum of Ten Dollars ($10) in hand paid by Purchaser, the receipt of which is hereby acknowledged, the parties agree as follows:

1. GRANT OF OPTION: Seller does hereby give, grant, and convey unto Purchaser, the sole and exclusive right, privilege and option of purchasing, for the price and upon the terms and conditions hereinafter set forth, the Contract Property, which includes, without limitation, all easements and rights appurtenant to the Property, all of Seller's right, title, and interest in and to all public and private ways adjoining the Property, and all improvements thereon of any nature or kind.

2. TERM AND EXERCISE OF OPTION: The option herein granted shall remain open and in full force and effect until 2 o'clock P.M. on the date that exactly follows two years after the issuance of a final unconditional Certificate of Occupancy for the Building. This Option may be exercised at any time prior to the expiration of its term by written notice from Purchaser to Seller either mailed or delivered to Seller as hereinafter provided.

3. PURCHASE PRICE AND METHOD OF PAYMENT: The purchase price shall be Five Million Three Hundred Thousand Dollars ($5,300,000.00) subject to the adjustments provided in subparagraph (c) below The Purchase Price shall be paid by Purchaser to Seller, as follows:

(a) Purchaser shall take title to the Property subject to a mortgage (the "Mortgage") securing a debt with a principal amount at the time of commencement of the Lease of not less than Three Million Nine Hundred Seventy-Five Thousand Dollars ($3,975,000.00). The debt will bear interest at a rate not greater than eight and two-tenths per cent (8.2%) per annum and payable in equal installments over a term of ten (10) years, based on a twenty (20) year amortization. The Mortgage shall allow sale of the Building to Purchaser without violation of any due on sale clause.

(b) The remaining balance of the purchase price, after crediting the principal balance of the indebtedness assumed, shall be paid in cash on the Closing Date.

(c) The Purchase Price shall be increased by $106.00 per square foot of space (as defined in the Lease) in the Building in excess of 50,000 square feet; the Purchase Price shall be decreased by $106.00 per square foot of space in the Building less than 50,000 square feet. If the interest rate on the debt referred to in subparagraph(a) above exceeds eight and two- tenths percent (8.2%) per annum, the purchase price shall be decreased by $27,000.00 for each one tenth of one percent (.1%) by which the interest rate exceeds eight and two-tenths percent (8.2%) per annum; the purchase price shall likewise be increased by $13,500.00

for each one tenth of one percent (.1%) by which the interest rate is less than seven and eight-tenths percent (7.8%).

(d) If Purchaser exercises this option before improvements are made to finish the approximately 10,000 square feet of space in the Building to be leased by other tenants, Purchaser will receive a credit for tenant improvements related to such space in the amount of $27.50 per square foot. Seller warrants that tenant improvements consistent with those described on Exhibit "A" to the Lease will be accomplished by Seller for no more than $32.50 per square foot.

(e) If Purchaser exercises this Option after a Certificate of Occupancy is issued for the Building and the approximately 10,000 additional square feet in the Building have not been occupied by tenant paying rent to Seller for any period of time after issuance of the Certificate of Occupancy and prior to the Closing Date, the purchase price will be increased for each month (prorated for partial month) when the additional space has been without a tenant in occupancy paying rent between the date on which the Certificate of Occupancy is issued and the Closing Date, in accordance with the following: (i) for the first three (3) months add $7,000.00 per month; (ii) for the next three (3) months add $10,000.00 per month; and (iii) for any remaining months add $13,000.00 per month. The increased purchase price shall be calculated on a cumulative basis through the Closing Date. For example, if the Closing Date occurs in the tenth month following the date of the Certificate of Occupancy and the additional space has been without a tenant in occupancy paying rent for five months after the issuance of the Certificate of Occupancy, the purchase price shall be increased by $41,000.00 ($7,000.00 for three (3) months and $10,000.00 for the fourth and fifth month).

4. WARRANTIES OF SELLER: Seller represents and warrants to Purchaser:

(a) That Seller has good and marketable fee simple title to the Contract Property, as hereinabove described;

(b) That Seller has the right, power and authority to enter into this Option and to sell the Contract Property in accordance with the terms and conditions hereof;

(c) That the Contract Property is subject to the use restrictions set forth in the Development Order for the DRI, in the Declaration of Covenants, Restrictions and Easements encumbering the Property and in the other documents reflected in the Title Policy, but is free from any other use or occupancy restriction except those imposed by applicable zoning laws and regulations;

(d) That the Property is free from special taxes or assessments, except those generally applicable to other properties in the tax district in which the Property is located;

(e) That the Contract Property is free of any liens, security interests, easements and other encumbrances, whether existing of record or otherwise, except easements or rights of way for public roads and highways adjoining the Property, easements for the erection and maintenance of public utilities serving the Property, the Mortgage described in paragraph 3.(a) hereof, and the matters set forth in Exhibit "B" attached hereto and incorporated herein by reference, none of which adversely affect the use of the Property for a commercial office building;

(f) That no options have been granted to, or agreements entered into with others to purchase or rent any interest in the Contract Property, or any part thereof, except that twenty percent (20%) of the Building to be erected on the Property may be rented to third parties in accordance with the Lease;

(g) That subject to the Lease and any additional leases contemplated herein, Seller has the exclusive right of possession of the Contract Property;

(h) That there is available to the Property water, gas, sewerage and electricity, all of which are now being or will be utilized by Seller;

(i) That the Property is zoned commercial to allow the use of the Property for a commercial office building;

(j) That Seller, as Landlord, will perform its maintenance obligations with respect to the Building and Property in accordance with the Lease during the period from the exercise of this Option through Closing Date. Purchaser will perform its maintenance obligations in accordance with the Lease during this time period.

(k) That Seller will not cause or permit any action to be taken which will cause any of the foregoing representations or warranties to be untrue on the Closing Date;

(1) That Seller will on the Closing Date, have available the financing referred to in paragraph 3(a) above, or that Seller will provide such financing through a purchase money note and mortgage or from a third party lender with costs of such financing allocated as specified in paragraph 8(c) below.

(m) That Seller will, on the Closing Date, convey the Contract Property to Purchaser by general warranty deed, and

(m) That Seller will, on the Closing Date, do, make, execute and deliver all such additional and further acts, things, deeds, instruments and documents as counsel for Purchaser may reasonably request to completely vest in and assure to Purchaser full rights in or to the Contract Property.

5. SELLER'S OBLIGATION TO DELIVER: Within ten (10) days of Purchaser's exercise of this Option, Seller will deliver to Purchaser true, accurate and complete copies of the following:

(a) an itemized inventory of the Personal Property;

(b) all site plans prepared in connection with the development of the Real Property;

(c) current as-built architect's sepia plans and specifications, which will include parking stripes if required by Seller's lender or the appropriate governmental authorities in connection with the Certificate of Occupancy for the Property;

(d) current as-built engineering-mechanical plans and specifications;

(e) all soils, termite, water and other testing reports pertaining to the Property;

(f) all market studies and appraisals made by or for Seller pertaining to the Contract Property, including engineer component appraisals;

(g) all aerial photographs of the Real Property in the Seller's custody;

(h) all architect's certificates of completion or substantial completion, building permits, certificates of occupancy, and other governmental authorizations, licenses and permits pertaining to the Real Property;

(i) independent proof of the zoning of the Real Property permitting all uses currently made of the Real Property, including copies of all applicable zoning codes and ordinances currently in effect with respect to the Real Property;

(j) independent proof that the Real Property is within Flood Zone X as of the date of this Option Agreement;

(k) all agreements, letters, memoranda, and other writings pertaining to the provision of utilities for the Real Property;

(1) all vendor/service agreements affecting or pertaining to the Contract Property;

(m) all insurance policies, including without limitation casualty and liability insurance policies, pertaining to the Contract Property;

(n) the most recent ad valorem real property tangible personal property and intangible personal property tax bills pertaining to the Contract Property;

(o) all existing surveys of the Real Property in the Seller's possession;

(p) all previously issued owner's and mortgagee title insurance policies in the Seller's possession pertaining to the Contract Property;

(q) all guarantees, warranties and other agreements pertaining to the Building or Personal Property, and a warranty of materials, construction and design of the Building and all improvements on the Property from Seller and Seller's general contractor on the Building effective from a period beginning on the

issuance of the Certificate of Occupancy referred to in paragraph 1 above and continuing for one(1) year thereafter;

(r) all current leases (reflecting execution by the tenants) pertaining to the Contract Property, together with a rent roll specifying the rentals (exclusive of rent taxes) paid by each tenant and the amount of any security deposits posted by each tenant;

(s) all operating statements and other financial records pertaining to the ownership, use and operation of the Contract Property during the preceding five (5) years;

(t) all correspondence, agreements and other writings pertaining to existing or contemplated financing of the Contract Property; and

(u) such other documents, instruments and records pertaining to the Contract Property or the ownership use and operation of the Contract Property reasonably requested by the Purchaser.

The closing of the purchase pursuant to the exercise of this Option is strictly contingent upon the Purchaser's receipt, review and approval of all of the foregoing instruments, documents and records, which approval shall be wholly at the discretion of Purchaser.

6. CONDITIONS OF PURCHASER'S OBLIGATION: Purchaser's obligation to purchase the Contract Property shall be subject to the satisfaction or performance of the following terms and conditions on or as of the Closing Date:

(a) The representations and warranties of Seller shall be true and correct on and as of the Closing Date in the same manner and with the same effect as though such representations and warranties had been made on and as of the Closing Date; Seller shall deliver to Purchaser a warranty deed satisfactory in form and substance to counsel for Purchaser, conveying good and marketable, fee simple title to the Contract Property, subject only to the Mortgage referred to in paragraph 3.(a) hereof and subject to the Permitted Exceptions to be approved and attached to the Option Agreement as Exhibit "B."

(b) The Seller shall deliver to Purchaser an affidavit in form and substance satisfactory to counsel for Purchaser concerning the absence of boundary line disputes, the possession of the Contract Property, improvements or repairs made within three months of the Closing Date and proceedings against Seller.

(c) The Seller shall deliver to Purchaser a bill of sale, satisfactory in form and substance to counsel for Purchaser, conveying title to the Contract Property free and clear of all liens, encumbrances and security interests of every nature and description, except for the Mortgage described in paragraph
3.(a) hereof.

(d) The Seller shall deliver to Purchaser any and all governmental approvals, licenses and permits issued to or owned by Seller and pertaining to the Contract Property.

(e) The Seller shall deliver to Purchaser from Seller's attorneys an opinion of counsel dated the Closing date stating that Seller is a duly organized and validly existing Trust, that the signatory to this agreement is a valid trustee of the Seller and is authorized to sign this Option on behalf of the Seller, that Seller is in good standing and authorized to do business in the state of Florida, that Seller is legally bound by the general Warranty Deed and Bill of Sale and Assignment and that Purchaser has a right or recourse against Seller, or its trustee, for any breach of any covenant or warranty of title set forth in these instruments; that all requisite actions have been duly taken so as to fully authorize Seller to sell and transfer the Contract Property to Purchaser in accordance with the terms and provisions of this Option; and that this Option and each document described herein to be executed and delivered by Seller at Closing has been duly executed and delivered by Seller and that each constitutes the valid and legally binding obligation of the signing party or parties enforceable against the signing party or parties in accordance with its terms.

(f) The Seller shall deliver possession of the Contract Property to Purchaser; subject to the rights of tenants previously disclosed to Purchaser, and deliver to Purchaser all keys to all

locks for the Contract Property, excepting those duly issued to tenants then in possession.

(g) The Seller shall properly and duly execute, acknowledge and deliver to Purchaser such other documents and instruments as Purchaser's counsel deems necessary to the consummation of the purchase of the Contract Property pursuant to an exercise of this Option.

(h) The Seller shall pay any and all brokerage fees due in connection with this Option or the sale of the Contract Property, which arise from dealings with Seller. Purchaser shall indemnify and hold Seller harmless from any and all brokerage fees arising from dealing solely with Purchaser.

(i) The Seller shall deliver to each tenant of the Contract Property a written notice, signed by Seller, in form and content acceptable to Purchaser, advising of the sale of the Contract Property and directing that all future rents be paid to Purchaser.

In the event the foregoing terms and conditions are not satisfied, or there has been no performance with respect to them by the Closing Date, then Purchaser may cancel its exercise of this Option and thereafter this Option and any purchase agreement entered into pursuant to this Option shall be null and void, or Purchaser may waive such satisfaction and performance and elect to close, or Purchaser may exercise such rights or such additional remedies as may be provided for or allowed by law or equity.

7. TITLE EXAMINATION AND OBJECTIONS: Once Purchaser has exercised this Option, Purchaser shall have until five (5) days prior to the Closing Date in which to examine title to the Contract Property and in which to furnish Seller a written statement of objections affecting the marketability of such title. Seller shall have until the Closing Date to satisfy such objections, and if Seller fails to satisfy all valid objections (other than those referred to on Exhibit "B" attached hereto) on or prior to the Closing Date, then Purchaser may either (i) waive the objections, (ii) satisfy the objections, after deducting from the purchase price the cost of satisfying objections which can be satisfied by

the payment of money, or (iii) extend the Closing Date for a period of not more than sixty (60) days until such objections are satisfied by giving written notice of such extension to Seller, in which case the Closing Date shall be extended to the date specified by Purchaser, or (iv) terminate its exercise of this Option and any agreement to purchase entered into pursuant to this Option by giving written notice of such termination to Seller, in which case Purchaser's earnest money shall be refunded promptly, all rights and obligations of the parties shall expire and this Option and any exercise of this Option shall become null and void. In the event of an extension of the Closing Date under subparagraph (iii) above and the subsequent failure or refusal of Seller to satisfy the objections, then Purchaser may elect between the options set forth in subparagraphs (i) and (ii) above, or Purchaser may elect to exercise such rights or remedies as may be provided for or allowed by law or in equity. A list of Permitted Exceptions will be attached to the Option Agreement as Exhibit "B" and Purchaser will agree to take title subject to those Exceptions and any other exceptions that are acceptable to Purchaser.

8. CLOSING DATE, PRORATIONS, CHARGES AND ADJUSTMENTS:

(a) The sale shall be consummated at the offices of Seller or Seller's closing agent in Palm Beach County, Florida, within 30 days after the exercise of this Option.

(b) All ad valorem taxes applicable to the Contract Property, interest on the indebtedness assumed by Purchaser as provided for in paragraph
3.(a) herein, rents from the Contract Property for the month in which the Closing Date occurs, insurance and utility charges, the property owner's assessments, and other items of customary income and expense, shall be prorated between the Purchaser and Seller as of the Closing Date.

(c) Seller shall pay all closing costs of any nature or sort whatsoever, including, without limitation, all documentary and intangibles tax, transfer, assumption, and recording costs, all costs of obtaining the financing referred to in paragraph 3(a) above, including interest rate differentials, buy-downs, discount

points, fees, and charges, excepting only Purchaser's attorney's fees, which shall be paid by Purchaser.

9. RISK OF LOSS AND INSURANCE: Between the date hereof and until the transaction is consummated on the Closing Date, the risks of ownership and loss of the Contract Property and the correlative rights against insurance carriers and third parties shall belong to Seller. In the event of damage to or destruction of all or any of the Contract Property by fire or other casualty prior to the Closing Date, Purchaser may elect either to receive the insurance proceeds payable as a result of the event and consummate the transaction, or to terminate its exercise of this Option by giving written notice of such termination to Seller, in which case Purchaser's earnest money shall be refunded promptly, all rights and obligations of the parties shall expire and any exercise of this Option shall become null and void.

10. CONDEMNATION: In the event of the taking of all or any part of the Contract Property by eminent domain proceedings or the commencement of any such proceedings prior to Closing, Purchaser shall have the right, at its option, to terminate its exercise of this Option by giving written notice thereof to Seller on or before the Closing Date hereunder. If Purchaser does not so terminate its exercise of this Option, then, at the Purchaser's option, (i) the purchase price for the Contract Property shall be reduced by the total of any awards or other proceeds received by Seller at or prior to the Closing Date with respect to any taking, or (ii) at the Closing Date Seller shall assign to Purchaser all rights of Seller in and to any awards or other proceeds payable by reason of any taking. Seller agrees to notify Purchaser of eminent domain proceedings within five days after Seller learns thereof. Notwithstanding the fact that neither Purchaser nor Seller knows of the taking of all or any part of the Contract Property by eminent domain proceedings at the time of Closing, Seller shall execute, acknowledge and deliver at the Closing, an assignment of all the rights of Seller in and to any awards or other proceeds payable by reason of any such taking, whether known or unknown.

11. ACCESS AND INSPECTION: Between the date hereof and until the transaction is consummated on the Closing Date, Purchaser and Purchaser's agents and employees, shall have the right to enter the Contract Property for the purpose of inspecting the same, and making soil tests, engineering studies and surveys; provided, however, that such activities shall not materially damage the Contract Property. Purchaser shall indemnify Seller against any damages caused by any such inspections and provide Seller with evidence of appropriate insurance to cover this liability.

12. ASSIGNMENT: This Option may only be assigned by Purchaser to its controlled affiliates, subsidiaries, its successors by merger or other related parties of that sort. Seller shall be entitled to assign the Option to any successor in title to the Property and Building. This Option shall be binding upon and enforceable against the parties and their respective heirs, legal representatives, successors and assigns.

13. OPTION MONEY: The security deposit under the Lease shall be held by Seller upon the exercise of this Option in an interest bearing account and which, together with any interest or earnings thereon, shall be applied to the purchase price upon closing. If the sale is not consummated in accordance with the terms and conditions of this Option because of Seller's inability, failure or refusal to perform any of Seller's covenants and agreements herein, then the option money, together with any interest or earnings thereon, shall be paid to Purchaser; otherwise it will thereafter be held by Seller as a security deposit under the Lease. If, as a result of Buyer's default hereunder, Seller incurs out-of-pocket expenses, Seller may pay such expenses from the deposit and Buyer shall be required to reimburse Seller the amount of such expenses paid from the deposit, with such funds, together with any remainder of the deposit, to be held as a security deposit under the Lease.

14. SURVEY: Seller agrees that it will prior to the Closing Date promptly upon the exercise of this Option procure a survey of the Property by a competent, registered Florida land surveyor, and that Seller will cause said surveyor to show on said survey all

improvements "as built." The parties agree that the legal description and the exact acreage of the Property shall be determined by said survey.

15. SURVIVAL: This Option shall survive the consummation of the transaction and the delivery of the warranty deed from Seller to Purchaser on the Closing Date, and all of the terms and conditions hereof, including but not limited to the warranties and representations of paragraph four hereof shall be and remain in full force and effect between the parties. The warranties, other than the warranties of title in the deed, shall survive for a period of one year from the date of closing under the Option.

16. MODIFICATIONS: This Option supersedes all prior discussions and agreements between the Seller and Purchaser with respect to the purchase of the Contract Property and other matters contained herein, and this option contains the sole and entire understanding between the parties hereto with respect to the transactions contemplated herein. This Option shall not be modified or amended except by an instrument in writing signed by or on behalf of the parties hereto.

17. APPLICABLE LAW: This Option shall be governed by and construed and enforced in accordance with the laws of the State of Florida.

18. COUNTERPARTS: This Option may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

19. EFFECTIVE DATE: As used herein, the terms "Date of this Option", "date hereof", or "effective date of this Option", shall mean the date on which the last of the parties hereto signs this Option.

20. TIME: Time is and shall be of the essence of this option.

21. NOTICES: All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to

have been duly given if delivered or mailed, first class, postage prepaid, as follows:

(a) To Purchaser:

Paul M. Burrell
OutSource International, Inc.
8000 N. Federal Highway
Boca Raton, FL 33487

(b) To Seller

Daniel S. Catalfumo
Catalfumo Builders
1540 Latham Road
West Palm Beach, FL 33409

Either party may by written notice to the other designate a different address for receiving notices hereunder.

IN WITNESS WHEREOF, the Purchaser has caused this Option to be executed by its duly authorized corporate officer and the trustee of the Seller has signed and sealed the agreement, as of the day and year first above written.

Signed by Seller this 24 day of OCT, 1995.

-------------------------------------        /s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]                              ----------------------------------
                                             DANIEL S. CATALFINO, TRUSTEE

                                                    (CORPORATE SEAL)

Signed by Purchaser this 19th day of October, 1995.

OUTSOURCE INTERNATIONAL, INC.

/s/ Barbara J. Mealey
-------------------------------------        By: /s/ ROBERT LEFCORT
                                                 ------------------------------
/s/ [ILLEGIBLE]                                  Executive Vice President
-------------------------------------

EXHIBIT 10.19

AMENDED AND RESTATED
CREDIT AGREEMENT

AMONG

OUTSOURCE INTERNATIONAL, INC.

THE BANKS
FROM TIME TO TIME PARTIES HERETO

AND

BANK OF BOSTON CONNECTICUT,
AS AGENT

REVOLVING CREDIT FACILITY

DATED AS OF FEBRUARY 21, 1997
AND
AMENDED AND RESTATED AS OF MARCH 18, 1997

                                TABLE OF CONTENTS
                                                                                              PAGE
                                                                                              ----

SECTION 1.  DEFINITIONS..........................................................................1
         1.1      Defined Terms..................................................................1
         1.2      Other Definitional Provisions.................................................18
         1.3      Change in Accounting Principles...............................................18

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS.....................................................18
         2.1      Revolving Credit Commitments..................................................18
         2.1A.    Swingline Loans...............................................................19
         2.2      Designation of Interest Rates; Eurodollar Interest Periods....................21
         2.3      Interest Rates and Payment Dates..............................................22
         2.4      Procedure for Borrowing.......................................................23
         2.5      Conversion and Continuation Options...........................................23
         2.6      Minimum Amounts and Maximum Number of Tranches................................24
         2.7      Revolving Credit Notes........................................................24
         2.8      Fees..........................................................................24
         2.9      Termination or Reduction of Revolving Credit Commitments......................25
         2.10     Optional Prepayments..........................................................26
         2.11     Computation of Interest and Fees..............................................26
         2.12     Inability to Determine Interest Rate..........................................26
         2.13     Pro Rata Treatment and Payments...............................................27
         2.14     Illegality....................................................................28
         2.15     Requirements of Law...........................................................28
         2.16     Taxes.........................................................................29
         2.17     Indemnity.....................................................................31

SECTION 3.  LETTERS OF CREDIT...................................................................31
         3.1      L/C Commitment................................................................31
         3.2      Procedure for Issuance of Letters of Credit...................................32
         3.3      Fees, Commissions and Other Charges...........................................32
         3.4      Reimbursement Obligation of the Borrower......................................33
         3.5      L/C Draws and Reimbursements..................................................33
         3.6      Obligations Absolute..........................................................34
         3.7      Letter of Credit Payments.....................................................35
         3.8      Application...................................................................35

SECTION 4.  REPRESENTATIONS AND WARRANTIES......................................................35
         4.1      Financial Condition...........................................................35
         4.2      No Change.....................................................................36
         4.3      Corporate Existence; Compliance with Law......................................37



                                     - ii -

         4.4      Corporate Power, Authorization; Enforceable Obligations.......................37
         4.5      No Legal Bar..................................................................37
         4.6      No Material Litigation........................................................38
         4.7      No Default....................................................................38
         4.8      Ownership of Property; Liens..................................................38
         4.9      Intellectual Property.........................................................38
         4.10     No Burdensome Restrictions....................................................38
         4.11     Taxes.........................................................................38
         4.12     Federal Regulations...........................................................39
         4.13     ERISA.........................................................................39
         4.14     Investment Company Act; Other Regulations.....................................39
         4.15     Subsidiaries..................................................................40
         4.16     Purpose of Loans..............................................................40
         4.17     Environmental Matters.........................................................40
         4.18     Security Documents............................................................41
         4.19     Designated Senior Debt........................................................42
         4.20     Solvency......................................................................42
         4.21     Certain Stockholders..........................................................42

SECTION 5.  CONDITIONS PRECEDENT................................................................42
         5.1      Amendment Effective Date......................................................42
         5.2      Conditions to Each Extension of Credit........................................43

SECTION 6.  AFFIRMATIVE COVENANTS...............................................................44
         6.1      Financial Statements..........................................................44
         6.2      Certificates; Other Information...............................................45
         6.3      Payment of Obligations........................................................46
         6.4      Conduct of Business and Maintenance of Existence..............................46
         6.5      Maintenance of Property; Insurance............................................46
         6.6      Inspection of Property; Books and Records; Discussions........................47
         6.7      Notices.......................................................................47
         6.8      Environmental Laws............................................................48
         6.9      Use of Proceeds...............................................................49
         6.10     Further Assurances............................................................49

SECTION 7.  NEGATIVE COVENANTS..................................................................49
         7.1      Financial Condition Covenants.................................................49
         7.2      Limitation on Indebtedness....................................................50
         7.3      Limitation on Liens...........................................................51
         7.4      Limitation on Guarantee Obligations...........................................52
         7.5      Limitations on Fundamental Changes............................................52
         7.6      Limitation on Sale of Assets..................................................53



                                     - iii -

         7.7      Limitation on Restricted Payments.............................................53
         7.8      Limitation on Investments, Loans and Advances.................................53
         7.9      Limitation on Optional Payments and Modifications of Debt Instruments.........55
         7.10     Transactions with Affiliates..................................................55
         7.11     Sale and Leaseback............................................................55
         7.12     Corporate Documents; Name/Location of Assets..................................55
         7.13     Fiscal Year...................................................................56
         7.14     Limitation on Negative Pledge Clauses.........................................56
         7.15     No Limit on Upstream Payments by Subsidiaries.................................56
         7.16     AASI and Voting Trust Agreement...............................................56

SECTION 8.  EVENTS OF DEFAULT...................................................................56

SECTION 9.  THE AGENT...........................................................................60
         9.1      Appointment...................................................................60
         9.2      Delegation of Duties..........................................................60
         9.3      Exculpatory Provisions........................................................60
         9.4      Reliance by Agent.............................................................61
         9.5      Notice of Default.............................................................61
         9.6      Non-Reliance on Agent and Other Banks.........................................61
         9.7      Indemnification...............................................................62
         9.8      Agent in Its Individual Capacity..............................................62
         9.9      Successor Agent...............................................................62

SECTION 10.  MISCELLANEOUS......................................................................63
         10.1     Amendments and Waivers........................................................63
         10.2     Notices.......................................................................63
         10.3     No Waiver; Cumulative Remedies................................................64
         10.4     Survival of Representations and Warranties....................................65
         10.5     Payment of Expenses and Taxes.................................................65
         10.6     Successors and Assigns; Participations; Purchasing Banks......................66
         10.7     Adjustments; Set-off..........................................................69
         10.8     Counterparts..................................................................69
         10.9     Severability..................................................................69
         10.10    Integration...................................................................70
         10.11    Governing Law.................................................................70
         10.12    Submission To Jurisdiction; Waivers...........................................70
         10.13    Acknowledgments...............................................................70
         10.14    WAIVERS OF JURY TRIAL; COMMERCIAL TRANSACTIONS................................72



                                     - iv -

SCHEDULES

Schedule A            Commitments; Addresses
Schedule 4.1(b)       Long-Term Commitments
Schedule 4.1(c)       Recent Dispositions
Schedule 4.2          Changes/Recent Distributions
Schedule 4.6          Litigation
Schedule 4.11         Tax Returns
Schedule 4.13         ERISA Matters
Schedule 4.15         Subsidiaries
Schedule 4.17         Environmental Matters
Schedule 4.18         UCC Filing Locations
Schedule 4.21         Relationships of Certain Stockholders to the Borrower
Schedule 7.2          Indebtedness Outstanding After the Execution Date
Schedule 7.3          Liens
Schedule 7.8          Management Loans and Advances


EXHIBITS

EXHIBIT A-1           Form of Borrowing Notice
EXHIBIT A-2           Form of Revolving Credit Note
EXHIBIT A-3           Form of Swingline Note
EXHIBIT B             Form of Subsidiary Guarantee
EXHIBIT C             Form of OI Pledge Agreement
EXHIBIT D             Form of Assignment and Acceptance
EXHIBIT E             Form of Opinion of Counsel to the Borrower and its
                       Subsidiaries
EXHIBIT F             Form of OI Security Agreement
EXHIBIT G             Form of Subsidiary Security Agreement
EXHIBIT H             Form of Trademark Security Agreement

CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 21, 1997, amended and restated as of March 18, 1997, by and among OUTSOURCE INTERNATIONAL, INC., a Florida corporation ("the Borrower" or "OI"), the banks and other financial institutions listed on SCHEDULE A to this Agreement (collectively, together with any banks or financial institutions from time to time parties to this Agreement, the "Banks") and BANK OF BOSTON CONNECTICUT, a bank organized under the laws of the State of Connecticut , as agent for the Banks hereunder (in such capacity, the "Agent").

The Borrower, Bank of Boston Connecticut (the "Existing Bank") and the Agent are party to the Credit Agreement dated as of February 21, 1997 (as in effect immediately prior to the Amendment Effective Date defined below, the "Existing Credit Agreement").

The Borrower has requested that the Existing Bank and the Agent, and the Banks and the Agent are willing to, amend and restate the Existing Credit Agreement to provide, among other things, for the addition of two banks as parties to this Agreement and to provide for Swingline Loans (as defined below), on the terms and conditions hereof.

Accordingly, the parties hereto agree to amend and restate the Existing Credit Agreement so that, as amended and restated, it provides in its entirety as herein provided.

SECTION 1. DEFINITIONS

1.1 DEFINED TERMS: As used in this Agreement, the following terms shall have the following meanings:

"AASI": the Agreement among Shareholders and Investors, dated as of February 21, 1997, among the Borrower, certain shareholders of the Borrower, Triumph/Bachow, the trustees of the Voting Trust Agreement (as defined herein) and an escrow agent, as amended, supplemented or otherwise modified from time to time with the prior written consent of the Banks.

"ACQUISITION LINE": as defined in Section 2.1.

"AFFILIATE": of a Person (the "Primary Person"), (a) any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, the Primary Person or (b) any Person who is a director or officer (i) of the Primary Person, (ii) of any Subsidiary of the Primary Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, directly or indirectly, (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

"AGGREGATE OUTSTANDING EXTENSIONS OF CREDIT": as to any Bank at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Bank then outstanding and (b) the product of such Bank's Commitment Percentage times the L/C Obligations then outstanding.

"AGREEMENT": this Credit Agreement, as amended, supplemented or otherwise modified from time to time.

"ALTERNATE BASE RATE": the higher of (i) the rate of interest per annum publicly announced from time to time by the Agent as its "base rate" in effect at its principal office (the Alternate Base Rate not being intended to be the best or lowest rate of interest charged by the Agent in connection with extensions of credit to debtors) or (ii) the Federal Funds Effective Rate plus 1/2 of 1% per annum (rounded upwards, if necessary, to the next 1/100 of 1%). Any change in the Alternate Base Rate shall be effective as of the opening of business on the effective day of such change in the Alternate Base Rate.

"ALTERNATE BASE RATE LOANS": Loans for which the applicable rate of interest is based upon the Alternate Base Rate.

"AMENDMENT EFFECTIVE DATE": the date on which all of the conditions set forth in Section 5.1 shall have been satisfied or waived by the Banks and the Agent.

"APPLICABLE MARGIN": at any time, for Alternate Base Rate Loans or Eurodollar Loans, and for the Working Capital Line, Acquisition Line or CSF Line, as the case may be, a rate per annum equal to the rate set forth below opposite the applicable ratio of Consolidated Indebtedness to Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on the FQED immediately preceding such time:

                       RATIO OF
                     CONSOLIDATED
                    INDEBTEDNESS TO                APPLICABLE MARGIN                      APPLICABLE MARGIN
                     CONSOLIDATED                    FOR ALTERNATE                               FOR
LEVEL                   EBITDA                      BASE RATE LOANS                       EURODOLLAR LOANS
---------------------------------------------------------------------------------------------------------------------
                                              WORKING           CSF LINE/           WORKING           CSF LINE/
                                              CAPITAL           ACQUISITION         CAPITAL           ACQUISITION
                                              LINE              LINE                LINE              LINE
=====================================================================================================================
     I         Less than 1.50 to
               1.00                            0.00%              0.00%               1.25%              1.50%
---------------------------------------------------------------------------------------------------------------------
     II        1.50-2.49 to 1.00               0.00%              0.25%               1.50%              1.75%
---------------------------------------------------------------------------------------------------------------------
     III       2.50-3.49 to 1.00               0.25%              0.50%               1.75%              2.00%
---------------------------------------------------------------------------------------------------------------------
     IV        3.50-3.99 to 1.00               0.50%              0.75%               2.00%              2.25%
---------------------------------------------------------------------------------------------------------------------
     V         4.00-4.49 to 1.00               1.25%              1.50%               2.75%              3.00%
---------------------------------------------------------------------------------------------------------------------
     VI        Greater than 4.50               1.50%              1.75%               3.00%              3.25%
               to 1.00
=====================================================================================================================

PROVIDED, HOWEVER, that notwithstanding the foregoing, during the six (6) month period following the Closing Date, the Applicable Margin shall not be less than that set at Level V, irrespective of the Borrower's actual Consolidated Indebtedness to Consolidated EBITDA Ratio.

"APPLICATION": an application in such form as the Issuing Bank may specify from time to time, requesting the Issuing Bank to issue a Letter of Credit.

"ASSIGNMENT AND ACCEPTANCE": an Assignment and Acceptance, substantially in the form of Exhibit D.

"AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Bank at any time, an amount equal to the excess, if any, of (a) the amount of such Bank's Revolving Credit Commitment over (b) such Bank's Aggregate Outstanding Extensions of Credit.

"BORROWING DATE": any Business Day specified in a notice pursuant to subsection 2.4 as a date on which the Borrower requests the Banks to make Loans hereunder.

"BUSINESS DAY": a day other than Saturday, Sunday or other day on which commercial banks in Hartford, Connecticut are authorized or required by law to close and, in the case of Eurodollar Loans, also a day on which commercial banks are open for international business (including dealings

in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent in its sole discretion acting in good faith.

"CAPITAL EXPENDITURES": any payment made directly or indirectly for the purpose of acquiring, constructing or improving fixed assets, real property or equipment which in accordance with GAAP would be added as a net debit (after giving effect to any credits) to the fixed asset account of the Person making such expenditure, including, without limitation, amounts paid or payable under any conditional sale or other title retention agreement.

"CAPITAL LEASE": any lease which has been or should be capitalized on the books of the lessee in accordance with GAAP.

"CAPITAL STOCK": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

"CASH EQUIVALENTS": (a) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof, (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six (6) months and overnight bank deposits, in each case, with any Bank or with any domestic commercial bank having capital and surplus in excess of $100,000,000, (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (a) and (b) entered into with any financial institution meeting the qualifications specified in clause (b) above, and (d) commercial paper issued by any Bank or the parent corporation of any Bank and commercial paper of any other issuer rated at least A-1 or the equivalent thereof by Standard & Poor's Corporation or at least P-1 or the equivalent thereof by Moody's Investors Service, Inc. and in each case maturing within six
(6) months after the date of acquisition.

"CASH COLLATERAL ACCOUNT": as defined in Section 8.

"CHANGE OF CONTROL": except as contemplated by the AASI, the Voting Trust Agreement or the Securities Purchase Agreement, the occurrence of any of the following events: (i) any "person" or "group" (as such terms are used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Borrower; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Borrower was approved by the directors then still in office who either were directors at the beginning of such period or whose election or nomination for director was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in

office; (iii) the direct or indirect, sale, lease, exchange or other transfer of all or substantially all of the assets of the Borrower to any "person" or "group" (as such terms are used in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder); provided that the foregoing shall not include the granting of Liens permitted by this Agreement; or (iv) the Borrower consolidates with or merges into another corporation or any Person consolidates with or merges into the Borrower, in either event pursuant to a transaction in which either (A) the outstanding Voting Stock of the Borrower is changed into or exchanged for cash, securities or other property (other than any such transaction where the outstanding Voting Stock of the Borrower is changed into or exchanged for Voting Stock of the surviving corporation) or (B) the holders of a majority of the voting power of the Voting Stock of the Borrower immediately prior to such transaction own, directly or indirectly, less than a majority of voting power of the Voting Stock of the surviving corporation immediately after such transaction.

"CLOSING DATE": February 21, 1997.

"CODE": the Internal Revenue Code of 1986, as amended from time to time.

"COLLATERAL": the collective reference to the Collateral, as such term is defined in each of the OI Security Agreement, the OI Pledge Agreement, the Subsidiary Security Agreement and the Trademark Security Agreement.

"COMMITMENT PERCENTAGE": as to any Bank at any time, the percentage set forth opposite such Bank's name on SCHEDULE A of this Agreement with respect to such Bank.

"COMMITMENT PERIOD": the period from and including the date hereof to but not including the Termination Date or such earlier date on which the Commitments shall terminate as provided herein.

"COMMITMENTS": the collective reference to the Revolving Credit Commitments and the L/C Commitments.

"COMMONLY CONTROLLED ENTITY": an entity, whether incorporated or not, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414 of the Code.

"CONSOLIDATED CURRENT ASSETS": the amount of the current assets of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

"CONSOLIDATED CURRENT LIABILITIES": the amount of the current liabilities of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; PROVIDED, HOWEVER, there shall be excluded therefrom the amount of any principal obligation due on Indebtedness of the Borrower or its Subsidiaries after the Termination Date.

"CONSOLIDATED EBIT": for any period, Consolidated Net Income for such period, plus the aggregate amounts deducted in determining such Consolidated Net Income in respect of (a) income taxes and (b) Consolidated Interest Expense.

"CONSOLIDATED EBIT TO CONSOLIDATED INTEREST EXPENSE RATIO": at the end of any FQED, the ratio of (A) Consolidated EBIT for the immediately preceding four (4) fiscal quarters (ending on such date) to (B) Consolidated Interest Expense for the immediately preceding four (4) fiscal quarters (ending on such date).

"CONSOLIDATED EBITDA": for any period, Consolidated Net Income for such period plus the aggregate amounts deducted in determining such Consolidated Net Income in respect of (a) income taxes, (b) Consolidated Interest Expense, (c) depreciation expense and (d) the expense associated with amortization of intangible and other assets.

"CONSOLIDATED INDEBTEDNESS": at any particular date, with respect to the Borrower and its Subsidiaries, all liabilities less trade accounts payable and accrued liabilities, determined on a consolidated basis in accordance with GAAP, except that, irrespective of its treatment under GAAP, all Subordinated Indebtedness of the Borrower to Triumph shall be deemed to be a liability in its face amount; e.g. $25,000,000 with respect to the Senior Subordinated Notes issued on the Closing Date.

"CONSOLIDATED INDEBTEDNESS TO CONSOLIDATED EBITDA RATIO": at the end of any FQED, the ratio of (A) Consolidated Indebtedness on such date to (B) Consolidated EBITDA for the immediately preceding four (4) fiscal quarters (ending on such date). For purposes of testing the financial condition covenants in subsections 7.1(a) and 7.1(b) only (i.e. not for other financial covenants or pricing), the Borrower may add Consolidated EBITDA of any acquired entity for such four fiscal quarters plus any verifiable non-recurring expenses.

"CONSOLIDATED INTEREST EXPENSE" for any period, the interest expense, including the interest portion of rental payments under Capital Leases but excluding non-cash interest, for the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

"CONSOLIDATED NET INCOME": for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; PROVIDED that there shall be excluded from the calculation thereof (i) distributions and compensation not exceeding $2,200,000 in the aggregate paid by OutSource International, Inc. and its Affiliates to Lawrence H. Schubert, Alan E. Schubert and Louis A. Morelli with respect to the year ended December 31, 1996, (ii) expenses not exceeding $2,000,000 in the aggregate associated with the investigation of inappropriate payments to a customer made by an employee of an Affiliate of the Borrower out of its Chicago location and with the Borrower's discontinued initial public offering, and (iii) any non-operating gains or losses (including without limitation, extraordinary or unusual gains or losses, gains or losses from discontinuance of operations, gains or losses arising from the

sale or disposition by the Borrower or any Subsidiary of any asset, or the issuance of any debt or equity securities, and other non-recurring gains or losses).

"CONTRACTUAL OBLIGATION": as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"CSF": Capital Staffing Fund, Inc., a Florida corporation.

"CSF LINE": as defined in Section 2.1.

"CURRENT RATIO": at the end of any FQED, the ratio of Consolidated Current Assets to Consolidated Current Liabilities.

"DATE HEREOF": February 21, 1997.

"DEFAULT": any of the events specified in Section 8, regardless of whether any requirement for the giving of notice, the lapse of time, or both, or any other conditions, has been satisfied.

"DOLLARS" AND "$": dollars in lawful currency of the United States of America.

"ENVIRONMENTAL LAWS": any and all Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental Authority regulating, relating to or imposing liability or standards of conduct concerning environmental protection matters, including without limitation, Hazardous Materials, as now or may at any time hereafter be in effect.

"ERISA": the Employee Retirement Income Security Act of 1974, as amended from time to time.

"EURODOLLAR BASE RATE": with respect to each day during each Eurodollar Interest Period, the rate per annum equal to the rate at which the Agent is offered Dollar deposits at or about 10:00 A.M., Eastern time, two (2) Business Days prior to the beginning of such Eurodollar Interest Period in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations in respect of its Eurodollar Loans are then being conducted for delivery on the first day of such Eurodollar Interest Period for the number of days comprised therein and in an amount comparable to the amount of its Eurodollar Loan to be outstanding during such Eurodollar Interest Period.

"EURODOLLAR INTEREST PERIOD": any one (1), two (2) or three(3) month period selected by the Borrower in respect to any Eurodollar Loan pursuant to subsections 2.2, 2.4 or 2.5 of this Agreement.

"EURODOLLAR LOANS": Loans for which the applicable rate of interest is based upon the Eurodollar Rate.

"EURODOLLAR RATE": with respect to each day during each Eurodollar Interest Period, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

"EURODOLLAR RESERVE REQUIREMENTS": for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding maintained by a member bank of such System.

"EVENT OF DEFAULT": any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

"EXISTING BANK": as defined in the recitals.

"EXISTING CREDIT AGREEMENT": as defined in the recitals.

"EXISTING LOANS": the loans outstanding under the Existing Credit Agreement on the Amendment Effective Date.

"FEDERAL FUNDS EFFECTIVE RATE": at any time shall mean a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds Brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three (3) Federal Funds brokers of recognized standing selected by the Agent.

"FQED": the end date of any fiscal quarter in any fiscal year of the Borrower.

"GAAP": generally accepted accounting principles in the United States of America in effect from time to time.

"GOVERNMENTAL AUTHORITY": any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"GUARANTEE OBLIGATION": as to any Person (the "guaranteeing person"), any obligation of (a) the guaranteeing Person or (b) another Person (including, without limitation, any bank under any letter of credit), to induce the creation of which obligation the guaranteeing person has issued a reimbursement, counter indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any indebtedness, leases, dividends or other obligations (the "primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether contingent or not, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligations of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that the term "Guarantee Obligation" shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

"HAZARDOUS MATERIALS": any hazardous materials, hazardous wastes, hazardous constituents, hazardous or toxic substances, petroleum products (including crude oil or any fraction thereof), defined or regulated as such in or under any Environmental Law.

"INDEBTEDNESS": of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) all obligations of such Person under Capital Leases, (c) all obligations of such person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) the face amount of any outstanding letters of credit issued for the account of such Person, (f) obligations in respect of interest rate hedge agreements entered

into in the ordinary course of business, and (g) all Guarantee Obligations of such Person in respect of obligations referred to in clauses (a) through (f) above.

"INITIAL PERMITTED ACQUISITION": the acquisition by the Borrower or any Subsidiary of all or a portion of the assets of any or all of the following entities having an aggregate purchase price for all such acquisitions not exceeding $25,000,000 and consummated within the following time periods: (A) on or before sixty (60) days after the Closing Date: Labor World of Atlanta, Apex in Andover, Stand-by in Colorado Springs and Staff Management in New Jersey and (B) on or before ninety (90) days after the Closing Date, Stand-by in Denver, Labor Force of Phoenix and Labor World of South Florida.

"INSOLVENCY": with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

"INSOLVENT": pertaining to a condition of Insolvency.

"INTEREST PAYMENT DATE": (a) as to any Alternate Base Rate Loan, the last day of each month to occur while such Loan is outstanding, (b) as to any Eurodollar Loan having a Eurodollar Interest Period of one (1) month, the last day of such Eurodollar Interest Period, (c) as to any Eurodollar Loan having a Eurodollar Interest Period longer than one (1) month, each day which is one (1) month, after the first day of such Eurodollar Interest Period and the last day of such Eurodollar Interest Period and (d) as to any Swingline Loan, the Swingline Maturity Date.

"ISSUING BANK": Bank of Boston Connecticut, in its capacity as issuer of any Letter of Credit.

"LABOR WORLD": a trademark of OutSource Franchising, Inc. registered with the United States Patent and Trademark Office and used by OutSource Franchising, Inc. and its franchisees in marketing temporary industrial personnel.

"L/C COMMITMENT": the lesser of (a) $10,000,000, minus the sum of (i) the aggregate then undrawn and unexpired amount of the then outstanding letters of credit issued by The First National Bank of Boston for the account of the Borrower or any Subsidiary and (ii) the aggregate amount of unreimbursed drawings under such letters of credit and (b) the Revolving Credit Commitment then in effect.

"L/C FEE": as defined in subsection 3.3(a).

"L/C OBLIGATIONS": at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to subsection 3.5.

"L/C PARTICIPANTS": the collective reference to all the Banks other than the Issuing Bank.

"LETTER OF CREDIT RATe": for each Letter of Credit, at any time, a rate per annum equal to the rate set forth below opposite the applicable ratio of Consolidated Indebtedness to Consolidated EBITDA:

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                  CONSOLIDATED INDEBTEDNESS TO            LETTER OF
LEVEL             CONSOLIDATED EBITDA RATIO               CREDIT RATE
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I                 Less than 1.50 to 1.00                  1.00%
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II                1.50-2.49 to 1.00                       1.00%
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III               2.50-3.49 to 1.00                       1.25%
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IV                3.50-3.99 to 1.00                       1.25%
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V                 4.00-4.49 to 1.00                       1.75%
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VI                Greater than 4.50 to 1.00               1.75%
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PROVIDED, HOWEVER, that notwithstanding the foregoing, during the six (6) month period following the Closing Date, the Letter of Credit Rate shall not be less than that set forth in Level V above irrespective of the actual Consolidated Indebtedness to Consolidated EBITDA Ratio.

"LETTERS OF CREDIT": as defined in subsection 3.1(a).

"LIEN": any mortgage, pledge, hypothecation, assignment, security interest, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any Capital Lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing).

"LOAN": any loan made by any Bank pursuant to this Agreement.

"LOAN DOCUMENTS": this Agreement, the Notes, the Applications, the OI Pledge Agreement, the OI Security Agreement, the Subsidiary Guarantee, the Subsidiary Security Agreement, the Trademark Security Agreement and the Subordination Agreements, together with any and all other instruments, documents and agreements executed and delivered by the Borrower or the Subsidiaries from time to time in connection with the indebtedness evidenced by this Agreement and the Notes, as the same may hereafter be amended, restated or modified, from time to time.

"MARKET CLEARING LETTER": the letter referred to in Section 5.1(u).

"MATERIAL ADVERSE EFFECT": a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower or any Subsidiary to perform its obligations under the Loan Documents to which it is a party or (c) the validity or enforceability of this Agreement, the Notes or any of the other Loan Documents or the rights or remedies of the Agent or the Banks hereunder or thereunder.

"MULTIEMPLOYER PLAN": a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"NOTES": the collective reference to the Revolving Credit Notes and the Swingline Note.

"OBLIGATIONS": means all Indebtedness, obligations and liabilities of the Borrower and its Subsidiaries, to the Agent and the Banks under this Agreement, the Revolving Credit Notes, the Swingline Note or any other Loan Document.

"OI PLEDGE AGREEMENT": the OI Pledge Agreement, substantially in the form of Exhibit C, made by the Borrower in favor of the Agent for the benefit of the Agent and the ratable benefit of the Banks, as the same may be amended, supplemented or otherwise modified from time to time.

"OI SECURITY AGREEMENT": the OI Security Agreement, substantially in the form of Exhibit F, to be executed and delivered by the Borrower to the Agent for the benefit of the Agent and the ratable benefit of the Banks, as the same may be amended, supplemented or otherwise modified from time to time.

"OUTSOURCE FRANCHISING, INC.": a Florida corporation and a wholly-owned Subsidiary of the Borrower.

"OPERATING CASH FLOW": for any period, an amount equal to (i) Consolidated EBITDA for such period, minus (ii) income taxes paid in cash by the Borrower on a consolidated basis during such period, minus (iii) all dividends, distributions and other payments by the Borrower to its shareholders during such period (excluding payments in respect of Indebtedness to such shareholders to the extent permitted hereunder), minus (iv) Capital Expenditures paid out of cash flow during such period.

"OPERATING CASH FLOW RATIO": at the end of any FQED, the ratio of (A) Operating Cash Flow for the immediately preceding four (4) fiscal quarters (ending on such date) to (B) Total Debt Service for the immediately preceding four (4) fiscal quarters (ending on such date).

"PARTICIPANTS": as defined in subsection 10.6(b).

"PBGC": the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

"PERSON": an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

"PLAN": at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"PLEDGE AGREEMENT-DEPOSIT ACCOUNT": the Pledge and Security Agreement-Deposit Account, dated as of the Amendment Effective Date, made by the Borrower in favor of the Agent for the benefit of the Agent and the ratable benefit of the Banks, as the same may be amended, supplemented or otherwise modified from time to time.

"PURCHASING BANKS": as defined in subsection 10.6(c).

"REGISTER": as defined in subsection 10.6(d).

"REGULATION U": Regulation U of the Board of Governors of the Federal Reserve System.

"REIMBURSEMENT OBLIGATION": the obligation of the Borrower to reimburse the Issuing Bank pursuant to subsection 3.4 for amounts drawn under Letters of Credit.

"REIMBURSING BANK": as defined in subsection 2.13(a).

"REORGANIZATION": with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

"REPORTABLE EVENT": any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived in accordance with subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. ss. 2615.

"REQUIRED BANKS": at any time, Banks having Commitment Percentages representing at least 66 2/3% of the aggregate Commitments, or if the Commitments are terminated, Banks representing at least 66 2/3% of the aggregate principal amount of all loans outstanding.

"REQUIREMENT OF LAW": as to any Person, the Certificate of Incorporation and By-Laws or other organization or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable

to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"RESPONSIBLE OFFICER": the chief executive officer or the president or other executive officer of the Borrower or, with respect to financing matters, the chief financial officer or other executive officer of the Borrower.

"REVOLVING CREDIT COMMITMENT": as to any Bank, the obligation of such Bank to make Revolving Credit Loans to the Borrower hereunder in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Bank's name on SCHEDULE A under the caption, "Commitment Amount".

"REVOLVING CREDIT LOANS": any loans, advances or other disbursements by Agent, or any or all of the Banks to or for the account of the Borrower under the Revolving Credit Commitments (including without limitation, amounts paid in respect of any draft under any Letter of Credit) or in respect of any amounts due and not paid by the Borrower in accordance with subsection 10.5.

"REVOLVING CREDIT NOTE": as defined in subsection 2.7.

"SALE/LEASEBACK TRANSACTION": as defined in subsection 7.11.

"SECURITIES PURCHASE AGREEMENT": the Securities Purchase Agreement between the Borrower and Triumph/Bachow, pursuant to which the Borrower issued its Senior Subordinated Notes -- as such Securities Purchase Agreement may, with the prior written consent of the Agent and the Banks, be amended, supplemented or otherwise modified from time to time.

"SECURITY DOCUMENTS": the OI Security Agreement, OI Pledge Agreement, Subsidiary Security Agreement, the Trademark Security Agreement and the Pledge Agreement-Deposit Account.

"SENIOR CONSOLIDATED INDEBTEDNESS": at any particular date, with respect to the Borrower and its Subsidiaries, Consolidated Indebtedness less the face amount of all Subordinated Indebtedness.

"SENIOR CONSOLIDATED INDEBTEDNESS TO CONSOLIDATED EBITDA RATIO": at the end of any FQED, the ratio of (A) Senior Consolidated Indebtedness on such date to (B) Consolidated EBITDA for the immediately preceding four (4) fiscal quarters (ending of such date).

"SENIOR SUBORDINATED NOTES": the $25,000,000 Senior Subordinated Notes due February 20, 2002 issued pursuant to the Securities Purchase Agreement -- as such Notes may, with the prior written consent of the Banks, be amended, modified, supplemented, renewed or extended from time to time.

"SINGLE EMPLOYER PLAN": any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

"SOLVENT": when used with respect to any Person, means that, as of any date of determination, (a) the amount of the "present fair saleable value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise", as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

"SUBORDINATED INDEBTEDNESS": means Indebtedness under the Securities Purchase Agreement, the Senior Subordinated Notes, Indebtedness of the Borrower or its Subsidiaries identified as subordinated on Schedule 7.2, and other unsecured Indebtedness which does not permit any payment or prepayment of the principal amount thereof prior to the payment in full of the Obligations and contains in the instrument evidencing such Indebtedness or in the agreement under which it is issued (which agreement shall be binding on all holders of such Indebtedness) subordination provisions acceptable to the Agent and the Banks in their sole discretion, which unsecured Indebtedness must be approved in writing by the Agent and the Banks prior to incurring such Indebtedness.

"SUBORDINATION AGREEMENTS": the subordination agreements and notes executed and delivered to the Borrower or any Subsidiary prior to or on the Closing Date by the holders of the Subordinated Indebtedness identified on Schedule 7.2.

"SUBSEQUENT PERMITTED ACQUISITION": the acquisition by the Borrower or any Subsidiary of the assets of any Person (other than an Initial Permitted Acquisition) PROVIDED that (i) such Person conducts the same general type of business as currently conducted by the Borrower and its Subsidiaries, (ii) such Person conducts all of its business in the United States of America, (iii) none of the shareholders of the Borrower or its Affiliates have or will have any direct or indirect beneficial ownership of any stock or other interest in the acquired company, (iv) the purchase price for any single acquisition does not exceed $750,000, and (v) after giving effect to such transaction, no Default or Event of Default would exist.

"SUBSEQUENTLY ACQUIRED SUBSIDIARY": any Subsidiary acquired by the Borrower or any Subsidiary pursuant to subsection 7.8(g).

"SUBSIDIARY": as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

"SUBSIDIARY GUARANTEE": the Guarantee, substantially in the form of Exhibit B, made by each Subsidiary in favor of the Agent for the benefit of the Agent and the ratable benefit of the Banks, as the same may be amended, supplemented or otherwise modified from time to time.

"SUBSIDIARY SECURITY AGREEMENT": a Subsidiary Security Agreement, substantially in the form of Exhibit G, to be executed and delivered by each Subsidiary to the Agent for the benefit of the Agent and the ratable benefit of the Banks, as the same may be amended, supplemented or otherwise modified from time to time.

"SUCCESSOR AGENT": any Bank or any bank, depository or financial institution, trust company, bank and trust company having capital and surplus in excess of $100,000,000 and acceptable to the remaining Bank or Banks and to the Borrower, the Borrower's consent not to be unreasonably withheld or delayed.

"SWINGLINE BANK": Bank of Boston Connecticut acting in such capacity under subsection 2.1A, or any successor in such capacity.

"SWINGLINE COMMITMENT": the obligation of the Swingline Bank to make Swingline Loans in an aggregate amount not to exceed at any one time outstanding the lesser of (i) $3,000,000 and (ii) the aggregate amount of the Commitments.

"SWINGLINE LOANS": the loans provided for by subsection 2.1A.

"SWINGLINE MATURITY DATE": as defined in subsection 2.1A.

"SWINGLINE NOTE": the promissory note provided for by subsection 2.1A and any promissory note delivered in substitution or exchange therefor, in each case as the same shall be modified and supplemented and in effect from time to time.

"SWINGLINE RATE": for any day, a rate per annum equal to the rate for Alternate Base Rate Loans plus the Applicable Margin for the Working Capital Line. A change in the Swingline Rate shall take effect at the time of each change in the Alternate Base Rate or the Applicable Margin for the Working Capital Line, as the case may be.

"TERMINATION DATE": February 21, 2001.

"TOTAL DEBT SERVICE": at any particular date, the sum of (i) Consolidated Indebtedness, including the principal portion of Capital Leases, scheduled and permitted to be paid during the applicable period (reduced by increases during such period in Subordinated Indebtedness in an amount not exceeding, and incurred to replace, such scheduled payments and excluding (A) a one time payment of $1,325,000 made by the Borrower in connection with the Borrower's purchase of the Borrower's headquarters building and (B) not exceeding in any year $1,500,000 principal amount of Subordinated Indebtedness incurred by the Borrower or any Subsidiary to finance Subsequent Permitted Acquisitions PROVIDED that such Subordinated Indebtedness matures at least one
(1) year after the date of its incurrence and bears interest not exceeding ten percent (10%) per annum), plus (ii) Consolidated Interest Expense, it being understood that principal payments with respect to any Indebtedness that has been refinanced shall be determined on and after the refinancing on the basis of the payment schedule in such refinancing.

"TRADEMARK SECURITY AGREEMENT": the Trademark Security Agreement, substantially in the form of Exhibit H, executed and delivered by the Borrower and OutSource Franchising, Inc. in favor of the Agent for the benefit of the Agent and the ratable benefit of the Banks, as the same may be amended, supplemented or otherwise modified from time to time.

"TRANCHE": the collective reference to Eurodollar Loans having Eurodollar Interest Periods which begin on the same date and end on the same later date (whether such Loans shall originally have been made on the same day or not).

"TRANSFEREE": as defined in subsection 10.6(f).

"TRIUMPH/BACHOW": Triumph-Connecticut Limited Partnership and Bachow Investment Partners III, L.P. or an entity controlled by them which is a party to the Securities Purchase Agreement.

"TYPE": as to any Loan, its nature as an Alternate Base Rate Loan or a Eurodollar Loan.

"UNIFORM CUSTOMS": the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from time to time.

"VOTING STOCK": with respect to a corporation, all classes of Capital Stock then outstanding of such corporation normally entitled to vote in elections of directors.

"VOTING TRUST AGREEMENT": the Voting Trust Agreement, dated as of February 21, 1997, among the Borrower, Paul M. Burrell and Richard J. Williams, as trustees, and certain shareholders of the Borrower, as the same may, with the prior written consent of the Banks, be amended, supplemented or otherwise modified from time to time.

"WORKING CAPITAL LINE": as defined in Section 2.1.

1.2 OTHER DEFINITIONAL PROVISIONS.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the Notes or any certificate or other document made or delivered pursuant hereto.

(b) As used herein and in the Notes, and any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, SCHEDULE and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3 CHANGE IN ACCOUNTING PRINCIPLES. Except as otherwise provided herein, any changes in GAAP which are hereafter made and adopted by the Borrower with the agreement of its independent certified public accountants shall not affect the method of calculation of any of the financial covenants, standards or terms found in subsection 1.1 or Section 7.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 REVOLVING CREDIT COMMITMENTS. Subject to the terms and conditions hereof, and provided that no Default or Event of Default shall have occurred and be continuing, each Bank severally agrees to make Revolving Credit Loans to the Borrower from time to time on or after the Amendment Effective Date and continuing throughout the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the amount of such Bank's Available Revolving Credit Commitment; PROVIDED, HOWEVER, that (i) the aggregate borrowings hereunder at

any one time (giving effect to all Revolving Credit Loans, Swingline Loans and Letters of Credit outstanding at such time) to the Borrower shall not exceed $45,000,000; (ii) the aggregate amount of all borrowings available to the Borrower for working capital and general corporate purposes of the Borrower and its Subsidiaries (other than CSF) and to finance the cost of Initial Permitted Acquisitions shall not exceed $40,000,000 (the "Working Capital Line"); (iii) the aggregate amount of all borrowings available to the Borrower to finance the cost of Subsequent Permitted Acquisitions shall not exceed $10,000,000, shall not be used for working capital and shall not be reborrowed (the "Acquisition Line"); and (iv) the aggregate amount of all borrowings available to the Borrower to be advanced to CSF shall not exceed $5,000,000 (the "CSF Line"). From and after the Amendment Effective Date and continuing throughout the Commitment Period, the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans or Swingline Loans, in whole or in part, and reborrowing (except for the Acquisition Line) in accordance with the terms and conditions hereof.

2.1A. SWINGLINE LOANS.

(a) Subject to the terms and conditions hereinafter set forth, upon notice by the Borrower made to the Swingline Bank in accordance with paragraph
(b) of this subsection 2.1A , the Swingline Bank agrees to make Swingline Loans to the Borrower on any Business Day during the Commitment Period in an aggregate principal amount not to exceed the Swingline Commitment. Unless the Borrower has entered into an arrangement with the Swingline Bank for automated borrowings as described in subsection 2.1A(b) below, each Swingline Loan shall be in the minimum amount of $250,000 or a multiple of $100,000 in excess thereof. Notwithstanding any other provisions of this Agreement and in addition to the limit set forth above, at no time shall the aggregate principal amount of all outstanding Swingline Loans exceed the total Commitments of the Banks then in effect MINUS the Aggregate Outstanding Extensions of Credit. Each Swingline Loan shall mature on the earlier of (i) the date on which a Default or Event of Default has occurred or (ii) the first Wednesday after the Borrowing Date thereof (the "Swingline Maturity Date"). Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow up to the amount of the Swingline Commitment, except that the Borrower shall not use the proceeds of a Swingline Loan to repay any other Swingline Loan.

(b) When the Borrower desires the Swingline Bank to make a Swingline Loan (except in the case of automated borrowings as described below), it shall send to the Agent (which shall promptly notify the Swingline Bank) a Swingline Loan request, which shall set forth the principal amount of the proposed Swingline Loan and the proposed Borrowing Date. Each such Loan request must be received by the Swingline Bank not later than 12:00 p.m. (Eastern time) on the date of the proposed borrowing. Each Swingline Loan request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to borrow the Swingline Loan on the Borrowing Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed Borrowing Date the Swingline Bank shall make the Swingline Loan available to the Agent, at an account designated by the Agent, in Dollars and immediately available funds, for the account of the

Borrower. The amount so received by the Agent, shall, subject to the terms and conditions of this Agreement, be made available by the Agent to the Borrower by depositing the same, in immediately available funds, in an account of the Borrower designated by the Borrower by 5:00 p.m. (Eastern time) on the proposed Borrowing Date by crediting the amount of the Swingline Loan to the Borrower's account maintained with the Agent; PROVIDED that the Swingline Bank shall not advance any Swingline Loans after it has received notice from the Borrower, the Agent or any Bank that a Default or Event of Default has occurred and is continuing. No new Swingline Loan shall be made until such Default or Event of Default has been cured or waived in accordance with the provisions of this Agreement.

It is understood that the Borrower and the Swingline Bank may administer Swingline Loans on an automated basis pursuant to which Swingline Loans will be made (up to the Swingline Commitment) or repaid automatically on a daily basis in an amount equal to the net of the Borrower's receipts and disbursements at the Swingline Bank. If such an automated system is used, the provisions dealing with notice and minimum borrowing amount set forth in subsection 2.1A(b) above shall not be applicable.

(c) The Borrower shall repay each outstanding Swingline Loan on or prior to the Swingline Loan Maturity Date. Upon notice by 11:00 a.m. (Eastern time) on any Business Day by the Swingline Bank to the Agent, which notice is hereby authorized by the Borrower, the Borrower shall be deemed irrevocably to have requested, and each of the Banks hereby agrees to make, a Revolving Credit Loan to the Borrower by 2:00 p.m. (Eastern time) on such Business Day, in an amount equal to such Bank's Commitment Percentage of the aggregate amount of the outstanding Swingline Loans. Such Revolving Credit Loan shall bear interest at the Alternate Base Rate plus the Applicable Margin for the Working Capital Line. The proceeds thereof shall be applied by the Agent directly to repay the Swingline Bank for such outstanding Swingline Loans. In the event that it is impracticable for such Revolving Credit Loan to be made for any reason on the date otherwise required above, then each Bank hereby agrees that it shall forthwith purchase (as of the date such Revolving Credit Loan would have been made, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank, and the Swingline Bank shall sell to each Bank, such participations in the Swingline Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Banks to share in such Swingline Loans PRO RATA based on their respective Commitment Percentages by making available to the Swingline Bank an amount equal to such Bank's participation in the Swingline Loans; PROVIDED that all interest payable on the Swingline Loans shall be for the account of the Swingline Bank as a funding and administrative fee until the date as of which the respective participation is purchased. The obligation of each Bank to make such Revolving Credit Loan, or as the case may be to purchase such participation in a Swingline Loan, upon notice as set forth above, is absolute, unconditional and irrevocable under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Bank may have or may have had against the Borrower, the Agent, the Swingline Bank or any other Bank and, without limiting any of the foregoing, shall be unconditional notwithstanding (i) that the amount of such

Loan may not comply with the applicable minimum set forth in subsection 2.1 hereof, (ii) the failure of the Borrower to meet the conditions set forth in
Section 5 hereof, (iii) the occurrence or continuance of a Default or an Event of Default hereunder, (iv) the date of such Revolving Credit Loan or participation or (v) the financial condition of the Borrower or any Subsidiary; PROVIDED, HOWEVER, a Bank shall not be obligated to make any such Revolving Credit Loan (or to purchase such participation) if before the making of such Swingline Loan, such Bank had notified the Swingline Bank that a Default or Event of Default had occurred and was continuing and that such Bank would not refinance such Swingline Loan.

(d) The obligation of the Borrower to repay the Swingline Loans made pursuant to this Agreement and to pay interest thereon as set forth in this Agreement shall be evidenced by a promissory note of the Borrower with appropriate insertions substantially in the form of Exhibit A-3 (the "Swingline Note"), payable to the order of the Swingline Bank. The Borrower irrevocably authorizes the Swingline Bank to make or cause to be made, at or about the time of the Borrowing Date of any Swingline Loan or at the time of receipt of any payment of principal on the Swingline Note, an appropriate notation on the books of the Swingline Bank reflecting the making of such Swingline Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swingline Loans set forth on such books shall be PRIMA FACIE evidence of the principal amount thereof owing and unpaid to the Swingline Bank, but the failure to record, or any error in so recording, any such amount on such books shall not limit or otherwise affect the actual amount of the obligations of the Borrower hereunder or under the Swingline Note to make payments of principal of or interest on the Swingline Note when due.

2.2 DESIGNATION OF INTEREST RATES; EURODOLLAR INTEREST PERIODS.

(a) The Revolving Credit Loans may from time to time be (i) Eurodollar Loans, (ii) Alternate Base Rate Loans or (iii) a combination thereof, as the Borrower may determine and notify to the Agent in accordance with subsections 2.4 and 2.5. In the event the Borrower fails to designate the Type of all or any portion of a Loan (whether initially or upon expiration of a Eurodollar Interest Period), the per annum rate of interest applicable thereto shall be or become the rate of interest applicable to Alternate Base Rate Loans.

(b) The Borrower may not select a Eurodollar Interest Period pursuant to subsections 2.2(a), 2.5 or otherwise, if (i) an Event of Default has occurred and is continuing, or (ii) such Eurodollar Interest Period would expire on a day after the Termination Date. If any Eurodollar Interest Period would otherwise end on a day that is not a Business Day, such Eurodollar Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Eurodollar Interest Period into another calendar month in which event such Eurodollar Interest Period shall end on the immediately preceding Business Day. If any Eurodollar Interest Period begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Eurodollar Interest Period), such Eurodollar Interest Period shall end on the last Business Day of a calendar month.

2.3 INTEREST RATES AND PAYMENT DATES.

(a) Each Eurodollar Loan shall bear interest, during the applicable Eurodollar Interest Period, at a rate per annum equal to the applicable Eurodollar Rate plus the Applicable Margin. The Applicable Margin for each Eurodollar Loan shall be determined based upon the calculations submitted to the Banks pursuant to subsection 6.1(b) and shall be effective as of the first day of the fiscal quarter next following the date such calculations are submitted to the Banks. Any change in such Applicable Margin as a consequence of the Bank's review of the aforesaid calculation after the effective date of such Applicable Margin shall be retroactively applied to the first day such Applicable Margin became effective. In the event the Applicable Margin for a Eurodollar Loan can not be determined at any time because the Borrower's financial statements for the immediately preceding fiscal quarter are not available at such time, the Applicable Margin for each Eurodollar Loan shall be presumed to be the same as the Applicable Margin for such Eurodollar Loans as of the last FQED for which the Borrower's financial statements were available.

(b) Each Alternate Base Rate Loan shall bear interest for so long as it is outstanding and unpaid at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(c) Each Swingline Loan shall bear interest for so long as it is outstanding and unpaid at a rate per annum equal to the Swingline Rate.

(d) If all or a portion of the principal amount of any Loan or any interest payable thereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum (the "Default Rate") which is equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this subsection plus two percent (2%) from the date of such non-payment until such amount is paid in full (after, as well as before, judgment).

(e) Interest shall be payable in arrears on each Interest Payment Date and be identified for each Type of Loan; PROVIDED, THAT interest accruing at the Default Rate pursuant to subsection 2.3(d) shall be payable on receipt of written demand. In the event the rate of interest applicable to any Eurodollar Loan decreases as a consequence of a decrease in the Applicable Margin with respect thereto, the Borrower shall be entitled to apply the difference between the amount of interest paid and the amount of interest due (after giving effect to such reduction) as a credit against the next installment of interest due hereunder. In the event the rate of interest applicable to any Eurodollar Loan increases as a consequence of an increase in the Applicable Margin with respect thereto, the Borrower shall pay the difference between the amount of interest paid and the amount of interest due (after giving effect to such increase) on the next Interest Payment Date.

(f) In the event the total amount of any payment of principal or interest or amounts due in respect of any Reimbursement Obligation or of any fee required to be paid under this Agreement is not received by the Agent or the Issuing Bank, as the case may be, within ten (10) days following

the due date of such payment, the Borrower shall, in addition to and together with such payment, pay to the Agent or the Issuing Bank, as the case may be, a late charge equal to five percent (5%) of the total amount of such payment or amount due; PROVIDED, such late charge shall not be payable in respect of any overdue payment in the event the Borrower was entitled to an advance in the amount of such payment under the provisions of subsection 2.1 at the time such payment became due, the Borrower duly requested such advance in compliance with the requirements of this Agreement, and the Banks failed to provide such advance without cause. The Borrower authorizes the Agent to debit any of the accounts of the Borrower or its Subsidiaries at or assigned to the Agent on or after the due date of any such payment and a late charge shall not be payable to the extent the balances in such accounts are sufficient on the due date to meet such payment.

2.4 PROCEDURE FOR BORROWING. The Borrower may borrow under the Revolving Credit Commitments on or after the Amendment Effective Date during the Commitment Period on any Business Day by giving the Agent irrevocable notice in the form of Exhibit A-1 (which notice must be received by the Agent prior to (x) 12:00 p.m., Eastern time, at least three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or (y) 12:00 p.m., Eastern time, on the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the Type of the requested borrowing, (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts and Eurodollar Interest Periods thereof and (v) the purpose of such borrowing: e.g. whether the proceeds are to be used for working capital, to make an Initial Permitted Acquisition or a Subsequent Permitted Acquisition, to make advances to CSF, etc. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (A) in the case of Alternate Base Rate Loans, $250,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Revolving Credit Commitments are less than $250,000, such lesser amount) or (B) in the case of Eurodollar Loans, $250,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Agent shall promptly notify each Bank thereof. Each Bank will make the amount of its pro rata share (based on its Commitment Percentage) of each borrowing available to the Agent for the account of the Borrower at the office of the Agent specified in subsection 10.2 prior to 2:00 p.m., Eastern time, on the Borrowing Date requested by the Borrower in funds immediately available to the Agent. Such borrowing will then be made available to the Borrower by the Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent.

2.5 CONVERSION AND CONTINUATION OPTIONS.

(a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three (3)

Business Days' prior irrevocable notice of such election, which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriate.

(b) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2.

2.6 MINIMUM AMOUNTS AND MAXIMUM NUMBER OF TRANCHES. All borrowings, conversions and continuations of Loans hereunder and all selections of Eurodollar Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Tranche shall be equal to $250,000 or a whole multiple of $100,000 in excess thereof and so that there shall not be more than seven (7) Tranches at any one time outstanding.

2.7 REVOLVING CREDIT NOTES. The Revolving Credit Loans made by each Bank shall be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit A-2 with appropriate insertions as to payee, date and principal amount (a "Revolving Credit Note"), payable to the order of such Bank and in a principal amount equal to the amount of the initial Revolving Credit Commitment of such Bank. Each Bank is hereby authorized to record the date, Type and amount of each Revolving Credit Loan made by such Bank, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Eurodollar Interest Period and Eurodollar Rate with respect thereof, on the SCHEDULE annexed to and constituting a part of its Revolving Credit Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Revolving Credit Note shall (x) be dated the Closing Date, (y) be stated to mature on the Termination Date and (z) provide for the payment of interest in accordance with subsection 2.3.

2.8 FEES.

(a) The Borrower agrees to pay to the Banks a commitment fee on the unborrowed portion of the Commitment, as in effect from time to time, for each day from the Closing Date

through the Termination Date, at the percentage rate per annum set forth below opposite the Consolidated Indebtedness to Consolidated EBITDA Ratio applicable from time to time:

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                       CONSOLIDATED INDEBTEDNESS            COMMITMENT FEE
    LEVEL            TO CONSOLIDATED EBITDA RATIO           (PERCENTAGE %)
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     I                   Less than 1.50 to 1.00                .250%
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     II                  1.50- 2.49 to 1.00                    .250%
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     III                 2.50-3.49 to 1.00                     .375%
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     IV                  3.50- 3.99 to 1.00                    .375%
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     V                   4.00- 4.49 to 1.00                    .500%
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     VI                  Greater than 4.50 to 1.00             .500%
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Such commitment fee shall be computed on the basis of a 360-day year for the actual number of days elapsed, shall be payable in arrears on the last day of each quarter during the term of this Agreement, commencing March 31, 1997, and on the Termination Date, and shall be fully earned when due and non-refundable when paid, PROVIDED that notwithstanding the foregoing, during the six (6) month period following the Closing Date, the commitment fee will not be less than that set forth at Level V above irrespective of the Borrower's actual Consolidated Indebtedness to Consolidated EBITDA Ratio.

(b) On the Closing Date and semiannually thereafter, the Borrower shall pay to the Agent agency fees in the amounts set forth in a letter agreement between the Agent and the Borrower (taking into account that such fees will be paid semiannually rather than annually as provided for in such letter). These agency fees are fully earned as of the date when due, are solely for the account of Agent and are non-refundable.

(c) On the Closing Date, the Borrower shall pay to the Agent a non-refundable closing fee in the amount set forth in a letter agreement between the Agent and the Borrower.

2.9 TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS. The Borrower shall have the right, upon not less than three (3) Business Days' notice to the Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments PROVIDED that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the aggregate principal amount of the Revolving Credit Loans and Swingline Loans then outstanding, when added to such Bank's Commitment Percentage of the L/C Obligations, would exceed the Revolving Credit Commitments then in effect and PROVIDED FURTHER that, if the termination or reduction occurs prior to the second anniversary of the Closing Date, the Borrower shall pay concurrently to the Banks ratably a premium, based on the amount of the reduction of the Commitment, equal to three percent

(3%) if the termination or reduction occurs before the first anniversary and two percent (2%) if it occurs before the second anniversary. Any such reduction shall be in an amount not less than $1,000,000 or integral multiples of $250,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

2.10 OPTIONAL PREPAYMENTS. The Borrower may at any time and from time to time, prepay the Revolving Credit Loans, in whole or in part, subject to payment of any premium required by Section 2.9, upon at least three (3) Business Days' irrevocable notice, in the case of prepayment of any Revolving Credit Loans which are Eurodollar Loans, or upon irrevocable notice (which notice must be received by 1:00 P.M., Eastern time, on or before the proposed date of prepayment), in the case of prepayments of any Revolving Credit Loans which are Alternate Base Rate Loans, to the Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, in each case if a combination thereof, the amount allocable to each; PROVIDED that, if a Eurodollar Loan is prepaid other than at the end of the Eurodollar Interest Period applicable thereto, the Borrower shall also pay any amounts required to be paid pursuant to subsection
2.17. Upon receipt of any such notice the Agent shall promptly give notice thereof to each Bank. If any such notice is given by the Borrower, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of the Revolving Credit Loans shall be in an aggregate principal amount of $250,000 or a whole $100,000 multiple in excess thereof.

2.11 COMPUTATION OF INTEREST AND FEES. Interest on the Loans, Letter of Credit commissions and commitment fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Agent shall as soon as practicable notify the Borrower and the Banks of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurodollar Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Agent shall as soon as practicable notify the Borrower and the Banks of the effective date and the amount of each such change in interest rate. Each determination of an interest rate by the Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Banks in the absence of manifest error.

2.12 INABILITY TO DETERMINE INTEREST RATE. If prior to the first day of any Eurodollar Interest Period:

(a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Eurodollar Interest Period, or

(b) the Agent shall have received notice from the Required Banks that the Eurodollar Rate determined or to be determined for such Eurodollar Interest Period will not adequately and fairly reflect the cost to such Banks (as conclusively certified by such Banks) of making or maintaining their affected Loans during such Eurodollar Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Banks as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Eurodollar Interest Period shall be made as Alternate Base Rate Loans, (y) any Loans that were to have been converted on the first day of such Eurodollar Interest Period to Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans, and (z) any outstanding Eurodollar Loans shall be converted, on the first day of such Eurodollar Interest Period, to Alternate Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans.

2.13 PRO RATA TREATMENT AND PAYMENTS.

(a) Unless the Agent shall have been notified in writing by any Bank prior to a Borrowing Date that such Bank will not make the amount that would constitute its Commitment Percentage of the borrowing on such date available to the Agent, the Agent may assume that such Bank (a "Reimbursing Bank") has made such amount available to the Agent on such Borrowing Date, and the Agent or any Bank may (but shall not be obligated), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is made available to the Agent on a date after such Borrowing Date, the Reimbursing Bank shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period as quoted by the Agent, times (ii) the amount of such Reimbursing Bank's Commitment Percentage of such borrowing, times (iii) a fraction the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Reimbursing Bank's Commitment Percentage of such borrowing shall have become immediately available to the Agent and the denominator of which is 365. A certificate of the Agent submitted to any Reimbursing Bank with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. If a Reimbursing Bank's Commitment Percentage of such borrowing is not in fact made available to the Agent by such Reimbursing Bank within three
(3) Business Days of such Borrowing Date, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum applicable to Alternate Base Rate Loans hereunder, on demand, from such Reimbursing Bank or the Borrower in such order and manner as Agent may determine in its discretion.

(b) Each borrowing of Revolving Credit Loans by the Borrower from the Banks hereunder shall be made by the Banks pro rata in accordance with the respective Commitment Percentage of such Banks. Each payment by the Borrower on account of the principal of and interest on the Revolving Credit Loans, and any reduction of the Commitments of the Banks shall be payable to the Banks pro rata in accordance with the respective Commitment Percentages of the Banks; PROVIDED that in the event the Agent or any Bank pursuant to subsection 2.13(a) makes available to the Borrower a Reimbursing Bank's Commitment Percentage of a requested borrowing, the Agent or such Bank providing such funding shall be entitled to receive all payments that would otherwise be payable to such Reimbursing Bank until such time as the Agent or such Bank, as the

case may be, shall have received an amount equal to the amount so funded on behalf of such Reimbursing Bank, together with interest thereon as provided in subsection 2.13(a). All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made prior to 1:00 p.m., Eastern time, on the due date thereof to the Agent, for the account of the Banks, at the Agent's office specified in subsection 10.2, in Dollars and in immediately available funds. The Agent shall distribute such payments to the Banks promptly upon receipt in like funds as received. If such payment is not made available by the Agent to any Bank within three (3) Business Days of the Agent's receipt of payment from the Borrower, such Bank shall be entitled to recover such amount from the Agent with interest thereon at a rate per annum equal to the Alternate Base Rate. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

2.14 ILLEGALITY. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Bank to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Bank hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert Alternate Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Bank's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Alternate Base Rate Loans on the respective last days of the then current Eurodollar Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Eurodollar Interest Period with respect thereto, the Borrower shall pay to such Bank such amounts, if any, as may be required pursuant to subsection 2.17.

2.15 REQUIREMENTS OF LAW.

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Bank with any request or directive (whether having the force of law or not) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Bank to any tax of any kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Bank in respect thereof (except for Non-Excluded Taxes covered by subsection 2.16 and changes in the rate of tax on the overall net income of such Bank);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other

acquisition of funds by, any office of such Bank which is not otherwise included in the determination of the Eurodollar Rate hereunder; or

(iii) shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Bank, upon its demand, any additional amounts necessary to compensate such Bank for such increased cost or reduced amount receivable. If any Bank becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower through the Agent, of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Bank, through the Agent, to the Borrower shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

(b) If any Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive regarding capital adequacy (whether having the force of law or not) from any Governmental Authority made subsequent to the date hereof does or shall have the effect or reducing the rate of return on such Bank's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such change or compliance (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, after submission by such Bank to the Borrower (with a copy to the Agent) of a written request therefore, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.

2.16 TAXES.

(a) All payments made by the Borrower under this Agreement and the Notes shall be made free and clear of, and without deduction or withholding for or on account of any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Agent or any Bank as a result of a present or former connection between the Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Notes). If any such non-excluded

taxes, levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to the Agent or any Bank hereunder or under the Notes, the amounts so payable to the Agent or such Bank shall be increased to the extent necessary to yield to the Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Notes, PROVIDED, HOWEVER, that the Borrower shall not be required to increase any such amounts payable to any Bank that is not organized under the laws of the United States of America or a state thereof if such Bank fails to comply with the requirements of paragraph (b) of this subsection. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Agent and the Banks for any incremental taxes, interest or penalties that may become payable by the Agent or any Bank as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

(b) Each Bank that is not incorporated under the laws of the United States of America or a state thereof shall:

(i) deliver to the Borrower and the Agent (A) two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, and (B) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be;

(ii) deliver to the Borrower and the Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and

(iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Agent.

unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank so advises the Borrower and the Agent. Such Bank shall certify (i) in the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and (ii) in the case of a Form W-8 or W-9, that it is entitled to an exemption from United States backup withholding tax. Each Person that shall become a Bank or a Participant

pursuant to subsection 10.6 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this subsection, provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Bank from which the related participation shall have been purchased.

2.17 INDEMNITY. The Borrower agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of (a) failure by the Borrower to borrow, convert into or continue Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) failure by the Borrower to make any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Eurodollar Interest Period with respect thereto. Such indemnification may include, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds obtained to fund or maintain a Eurodollar Loan during any Eurodollar Interest Period, which any Bank may incur as a consequence of such failure to borrow, convert or continue, as the case may be. A certificate by Agent as to the amount of such loss, expense or increased costs shall, when submitted to the Borrower, be conclusive, in the absence of manifest error, unless the Borrower shall have provided the Agent with written notice of the Borrower's objection to all or any portion of such certificate not later than ten (10) days after the date on which such certificate is submitted to the Borrower. Any such Eurodollar Loan shall not be deemed paid or satisfied until all such additional amounts are paid. Agent agrees to provide the Borrower with such information as the Borrower may reasonably request with respect to the calculation of any such losses or expenses. The covenant contained in this subsection 2.17 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

SECTION 3. LETTERS OF CREDIT

3.1 L/C COMMITMENT.

(a) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Banks set forth in subsection 3.5(a), agrees to issue irrevocable standby letters of credit for the account of the Borrower on any Business Day on or after the Amendment Effective Date until the date which is five (5) Business Days prior to the end of the Commitment Period in such form as may be approved from time to time by the Issuing Bank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); PROVIDED that the Issuing Bank shall have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Available Revolving Credit Commitment would be less than zero. Each Letter of Credit shall
(i) be denominated in Dollars, (ii) expire no later than the Termination Date and (iii) expire

no later than a date one (1) year after its issuance, PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above).

(b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of the Issuing Bank's principal place of business.

(c) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

3.2 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT. The Borrower may from time to time request that the Issuing Bank issue a Letter of Credit by delivering to the Issuing Bank at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank may request. Upon receipt of any Application, the Issuing Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Bank be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereof) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Bank and the Borrower. The Issuing Bank shall furnish a copy of such Letter of Credit to the Borrower and the other Banks promptly following the issuance thereof.

3.3 FEES, COMMISSIONS AND OTHER CHARGES.

(a) The Borrower shall pay to the Agent a letter of credit facility fee (the "L/C Fee"), at the end of each quarter after issuance of a Letter of Credit, in an amount equal to the product of (i) the face amount of such Letter of Credit, times (ii) the applicable Letter of Credit Rate, times (iii) the term of such Letter of Credit, expressed as a fraction equal to the number of days of such term divided by three hundred sixty (360). In addition, as long as any letter of credit issued by The First National Bank of Boston (the "FNBB Letters of Credit") for the account of the Borrower or any Subsidiary is outstanding, the Borrower shall pay to the Issuing Bank an additional fee, based on the face amount of all such letters of credit, equal to the difference between the Letter of Credit Rate that would have applied had such letters of credit been issued hereunder and the letter of credit fee payable on the FNBB Letters of Credit. The applicable Letter of Credit Rate shall be determined based upon the calculations submitted to the Banks pursuant to subsection 6.1(b) and shall be effective as of the first day of the fiscal quarter next following the date such calculations are submitted to the Banks. Any change in the applicable Letter of Credit Rate as a consequence of the Banks' review of the aforesaid calculation after the effective date of such Letter of Credit Rate shall be retroactively applied to the first day such Letter of Credit Rate became effective. In the event

that the Letter of Credit Rate can not be determined at any time because the Borrower's financial statements for the immediately preceding fiscal quarter are not available at such time, the Letter of Credit Rate shall be presumed to be the same as the Letter of Credit Rate as of the last FQED for which the Borrower's financial statements were available. Any change in the L/C Fee as a consequence of a change in the Letter of Credit Rate shall be effective as of the date of such change in the Letter of Credit Rate. Any increase or reduction in the L/C Fee as a consequence of an increase or reduction in the Letter of Credit Rate, as the case may be, shall be added to or deducted from the next L/C Fee, as the case may be. In the event any Letter of Credit is terminated or the available credit thereunder is permanently reduced prior to the stated expiry date thereof, the Borrower shall be entitled to a rebate of that portion of the L/C Fee paid with respect to such Letter of Credit which is allocable pro rata to the portion of the Letter of Credit that has been terminated or reduced, as the case may be, as determined by the Issuing Bank. Of each L/C Fee payable under this subsection 3.3, twenty-five basis points shall be paid directly to and for the account of the Issuing Bank and the remainder shall be shared ratably among the Banks in accordance with their respective Commitment Percentages.

(b) The Agent shall, promptly following its receipt thereof, distribute to the Issuing Bank and the L/C Participants all fees and commissions received by the Agent for their respective accounts pursuant to this subsection.

3.4 REIMBURSEMENT OBLIGATION OF THE BORROWER. The Borrower agrees to reimburse the Issuing Bank on each date on which the Issuing Bank notifies the Borrower in writing of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Bank for the amount of (a) such draft so paid and (b) any taxes (other than income taxes), fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Each such payment shall be made to the Issuing Bank at its address for notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Loans which were then overdue under subsection 2.3. Each drawing under any Letter of Credit shall constitute a request by the Borrower to the Agent for the borrowing pursuant to subsection 2.1 of Revolving Credit Loans in the amount of such drawing and any reimbursement made by an L/C Participant pursuant to subsection 3.5 shall constitute a Revolving Credit Loan pursuant to subsection 2.3.

3.5 L/C DRAWS AND REIMBURSEMENTS.

(a) Each L/C Participant unconditionally and irrevocably agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank's address for notices specified herein an amount equal to such L/C Participant's Commitment Percentage of the amount of such draft, or any part

thereof, which is not so reimbursed through participation or otherwise. In furtherance of the foregoing, the Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Commitment Percentage in the Issuing Bank's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank thereunder.

(b) If any amount required to be paid by any L/C Participant to the Issuing Bank pursuant to subsection 3.5(a) in respect of any unreimbursed portion of any payment made by the Issuing Bank under any Letter of Credit is paid to the Issuing Bank within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Bank on demand an amount equal to the product of (1) such amount, times (2) the daily average Federal Funds Effective Rate, as quoted by the Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Bank, times (3) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 365. If any such amount required to be paid by any L/C Participant pursuant to subsection 3.5(a) is not in fact made available to the Issuing Bank by such L/C Participant within three (3) Business Days after the date such payment is due, the Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum equal to the Alternate Base Rate. A certificate of the Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after the Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its share of such payment in accordance with subsection 3.5(a), the Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Bank), or any payment of interest on account thereof, the Issuing Bank will distribute to such L/C Participant its share thereof; PROVIDED, HOWEVER, that in the event that any such payment received by the Issuing Bank shall be required to be returned by the Issuing Bank, such L/C Participant shall return to the Issuing Bank the portion thereof previously distributed by the Issuing Bank to it.

3.6 OBLIGATIONS ABSOLUTE. The Borrower's obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against the Issuing Bank or any beneficiary of a Letter of Credit. The Borrower also agrees with the Issuing Bank that, subject to its responsibilities under the Uniform Customs, the Issuing Bank shall not be responsible for, and the Borrower's Reimbursement Obligations under Subsection 3.4 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even

though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Issuing Bank's gross negligence or willful misconduct. The Borrower agrees that any action taken or omitted by the Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of Connecticut, shall be binding on the Borrower and shall not result in any liability of the Issuing Bank to the Borrower.

3.7 LETTER OF CREDIT PAYMENTS. If any draft shall be presented for payment under any Letter of Credit, the Issuing Bank shall promptly notify the Borrower and the Banks of the date and amount thereof. The responsibility of the Issuing Bank to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

3.8 APPLICATION. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Banks to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit the Borrower hereby represents and warrants to the Agent and each Bank that:

4.1 FINANCIAL CONDITION.

(a) The combined balance sheet of the Borrower and its Affiliates as at December 31, 1995 and December 31, 1994 and the related combined statements of income and retained earnings and of cash flows for the fiscal years ended on such dates, reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to each Bank, are complete and correct and present fairly the consolidated financial condition of The Borrower and its Affiliates as at such dates, and the results of their operations and their cash flows for the fiscal years then ended. The unaudited combined balance sheet of the Borrower and its Affiliates as at November 30, 1996 and the related unaudited statement of income and retained earnings for the eleven-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each

Bank, are complete and correct and present fairly the financial condition of the Borrower and its Affiliates as at such date, and the results of their operations for the eleven-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein).

(b) Except as set forth on SCHEDULE 4.1(b), neither the Borrower nor any of its combined Affiliates had, at the date of the most recent balance sheet referred to in subsection 4.1(a), any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the financial statements referred to in subsection 4.1(a) or in the notes thereto.

(c) Except as set forth on SCHEDULE 4.1(c), during the period from December 31, 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its combined Affiliates of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the financial condition of the Borrower and its combined Affiliates at December 31, 1995.

(d) The unaudited PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 30, 1996 and the related consolidated statements of income and retained earnings for the eleven-month period ended on such date (the "PRO FORMA FINANCIAL STATEMENTS"), copies of which have heretofore been furnished to the Banks, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the reorganization of the Borrower and its Subsidiaries into a holding company structure, (ii) the Loans to be made and the Subordinated Indebtedness to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly on a PRO FORMA basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date.

(e) All of the books and records of the Borrower and its Subsidiaries are located at the Borrower's headquarters at 1144 East Newport Center Drive, Deerfield Beach, Florida except certain information with respect to certain accounts of OutSource International of America, Inc., as successor by merger to OutSource International, Inc., an Illinois corporation, are maintained for a period not exceeding one (1) day in the ordinary course of its business in Elk Grove Village, Illinois.

4.2 NO CHANGE. Since December 31, 1995, (a) except as set forth on SCHEDULE 4.2, there has been no development or event nor, to the best of our knowledge, any prospective

development or event which has had or could have a Material Adverse Effect and
(b) except as set forth on SCHEDULE 4.2 or as permitted by this Agreement, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Borrower or any of its combined Affiliates nor has any of the Capital Stock of the Borrower been redeemed, retired, purchased or otherwise acquired for value by the Borrower or any of its combined Affiliates.

4.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. The Borrower and each Subsidiary (a) is duly organized as a "C corporation", as defined in Section 1361(a)(2) the Code, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged in each jurisdiction where the failure to have such power, authority or right would have a Material Adverse Effect, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except where the failure so to qualify could not have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, have a Material Adverse Effect.

4.4 CORPORATE POWER, AUTHORIZATION; ENFORCEABLE OBLIGATIONS. The Borrower and each Subsidiary has the corporate power and authority, and the legal right, to make, deliver and perform this Agreement, the Notes, each Application and the other Loan Documents to which it is a party, to borrow hereunder and to grant the Liens pursuant to the Security Documents to which it is a party and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Notes, the grant of the Liens pursuant to the Security Documents to which it is a party and the execution, delivery and performance of this Agreement, the Notes, each Application and each other Loan Document to which it is a party. No consent or authorization of, filing with or other action by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder, the grant of the Liens pursuant to the Security Documents or the execution, delivery, performance, validity or enforceability of this Agreement, the Notes, each Application or any other Loan Document. This Agreement and each other Loan Document to which the Borrower or a Subsidiary is a party (except the Notes) has been, and each Note will be, duly executed and delivered on behalf of the Borrower. This Agreement and each other Loan Document to which the Borrower or a Subsidiary is a party (except the Notes) constitutes, and each Note when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower or such Subsidiary, as the case may be, enforceable against such Borrower or such Subsidiary in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5 NO LEGAL BAR. The execution, delivery and performance of this Agreement, the Notes, each Application and each other Loan Document, the grant of the Liens pursuant to the

Security Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or Contractual Obligation of the Borrower or of any Subsidiary and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.

4.6 NO MATERIAL LITIGATION. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of its or their respective properties or revenues (a) with respect to this Agreement, the Notes, any Application or any other Loan Document or any of the transactions contemplated hereby or thereby or (b) which could have a Material Adverse Effect, except with respect to matters described on SCHEDULE 4.6.

4.7 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default under or with respect to any of its Contractual Obligations or Capital Stock in any respect which could have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.8 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or a valid leasehold interest in, all its real property, and good title to all its other property except for any defect in title thereto or leasehold interest therein which could not in the aggregate have a Material Adverse Effect, and none of the property owned or leased by the Borrower or any Subsidiary is subject to any Lien except as permitted by subsection 7.3 or which could not in the aggregate have a Material Adverse Effect.

4.9 INTELLECTUAL PROPERTY. The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not have a Material Adverse Effect (the "Intellectual Property"). No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim which could or might have a Material Adverse Effect. To the best of the Borrower's knowledge, the use of such Intellectual Property by the Borrower and each Subsidiary does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not have a Material Adverse Effect.

4.10 NO BURDENSOME RESTRICTIONS. The Borrower nor any Subsidiary is a party to any Contractual Obligation or Requirement of Law, compliance with the terms of which could have a Material Adverse Effect.

4.11 TAXES. Each of the Borrower and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of the Borrower, are required to be filed (the "Tax Returns") and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its

property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be) where the failure to so file such Tax Returns or to pay such taxes could or might have a Material Adverse Effect; no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge. SCHEDULE 4.11 sets forth a complete and correct list of all audits concerning any Tax Return that are being conducted by any Governmental Authority or are otherwise in progress on the Closing Date.

4.12 FEDERAL REGULATIONS. No part of the proceeds of any Loans will be used for "purchasing" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect or for any purpose which violates the provisions of the Regulations of such Board of Governors. If requested by any Bank or the Agent, the Borrower will furnish to the Agent and each Bank a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in said Regulation U.

4.13 ERISA. Neither the Borrower nor any Commonly Controlled Entity participates currently or has during the five-year period prior to the date on which this representation is made participated in or is required currently or has during the five-year period ending on the date on which this representation is made been required to contribute to or otherwise participate in any plan, program or arrangement subject to Title IV of ERISA. Except as set forth in SCHEDULE 4.13, each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. The present value of all accrued benefits under each Single Employer Plan maintained by the Borrower or any Commonly Controlled Entity (based on those assumptions used to fund the Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. Neither the Borrower nor any Commonly Controlled Entity participates currently or has during the five-year period prior to the date on which this representation is made participated in or is required currently or has during the five-year period ending on the date on which this representation is made been required to contribute to or otherwise participate in any Multiemployer Plan. Neither the Borrower nor any Commonly Controlled Entity participates currently or has during the five-year period prior to the date on which this representation is made participated in or is required currently or has during the five-year period ending on the date on which this representation is made been required to contribute to or otherwise participate in any welfare benefit plans (as defined in Section 3(1) of ERISA) that provide post-retirement benefits to their current or former employees.

4.14 INVESTMENT COMPANY ACT; OTHER REGULATIONS. Neither the Borrower nor any Subsidiary is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). Neither

the Borrower nor any Subsidiary is subject to regulation under the 1940 Act or any Federal or State statute or regulation which limits its ability to incur Indebtedness.

4.15 SUBSIDIARIES. All the Subsidiaries of the Borrower are listed on SCHEDULE 4.15. Neither Labor World, Inc. nor Labor World USA, Inc., which are not Subsidiaries but are corporations whose shares are owned by certain shareholders of the Borrower, has assets exceeding $10,000 or has or will have any business activity of any kind.

4.16 PURPOSE OF LOANS. The Borrower shall use the Loans in the following manner: (i) the Borrower shall use the Working Capital Line for the working capital needs and for the general corporate purposes of itself and its Subsidiaries (other than CSF), including for the Initial Permitted Acquisitions;
(ii) the Borrower shall use the Acquisition Line to make Subsequent Permitted Acquisitions; (iii) the Borrower shall use the CSF Line to make advances to CSF to fund the working capital needs of Labor World franchisees and (iv) the Borrower shall use the proceeds of Swingline Loans for the working capital needs of the Borrower and its Subsidiaries (other than CSF).

4.17 ENVIRONMENTAL MATTERS. To the best knowledge of any Responsible Officer of the Borrower, each of the representations and warranties set forth in paragraphs (a) through (e) of this subsection is true and correct with respect to each parcel of real property heretofore or now owned or operated by the Borrower or any Subsidiary (the "Properties"), except as set forth on SCHEDULE 4.17 and except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct could not have a Material Adverse Effect:

(a) The Properties do not contain, and have not previously contained, in, on, or under, including, without limitation, the soil and groundwater thereunder, any Hazardous Materials.

(b) The Properties and all operations and facilities at the Properties are in compliance with all Environmental Laws, and there is no Hazardous Materials contamination or violation of any Environmental Law which could interfere with the continued operation of any of the Properties or impair the fair saleable value of any thereof.

(c) Neither the Borrower nor any of its Subsidiaries has received any complaint, notice of violation, alleged violation, investigation or advisory action or of potential liability or of potential responsibility regarding environmental protection matters or permit compliance with regard to the Properties, nor is the Borrower aware that any Governmental Authority is contemplating delivering to the Borrower or any of its Subsidiaries any such notice.

(d) Hazardous Materials have not been generated, treated, stored, disposed of, at, on or under any of the Properties, nor have any Hazardous Materials been transferred from the Properties to any other location.

(e) There are no governmental, administrative or judicial proceedings pending or contemplated under any Environmental Laws to which the Borrower or any of its Subsidiaries is or will be named as a party with respect to the Properties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any of the Properties.

4.18 SECURITY DOCUMENTS.

(a) The provisions of the OI Pledge Agreement are effective to create in favor of the Agent for the ratable benefit of the Banks a legal, valid and enforceable security interest in all right, title and interest of the pledgor in the Collateral as described therein. The OI Pledge Agreement constitutes a fully perfected first lien on, and security interest in, all right, title and interest of the pledgor in the Collateral described therein.

(b) The provisions of the OI Security Agreement are effective to create in favor of the Agent for the ratable benefit of the Banks a legal, valid and enforceable security interest in all right, title and interest of the Borrower in the Collateral as described therein. Except where failure to file would not have a material effect on Agent's ability to realize effectively on the Collateral, as a whole, OI Security Agreement constitutes a fully perfected first lien on, and security interest in, all right, title and interest of the Borrower in the Collateral described therein, and no Uniform Commercial Code financing statements have been filed by any other Person with respect to such Collateral other than as may be filed in connection with this Agreement and except as described on SCHEDULE 4.18 hereto.

(c) The provisions of the Subsidiary Security Agreement are effective to create in favor of the Agent for the ratable benefit of the Banks a legal, valid and enforceable security interest in all right, title and interest of such Subsidiary in the Collateral as described therein. Except where failure to file would not have a material effect on the Agent's ability to effectively realize on the Collateral, as a whole, the Subsidiary Security Agreement constitutes a fully perfected first lien on, and security interest in, all right, title and interest of such Subsidiary in the Collateral described therein, and no Uniform Commercial Code financing statements have been filed by any other Person with respect to such Collateral other than as may be filed in connection with this Agreement and except as described on SCHEDULE 4.18 hereto.

(d) The provisions of the Trademark Security Agreement are effective to create in favor of the Agent for the ratable benefit of the Banks a legal, valid and enforceable security interest in all right, title and interest of the Borrower and its Subsidiaries in the Collateral as described therein. Except where failure to file would not have a material effect on the Agent's ability to effectively realize on the Collateral, as a whole, the Trademark Security Agreement constitutes a fully perfected first lien on, and security interest in, all right, title and interest of such Subsidiary in the Collateral described therein, and no Uniform Commercial Code financing statements or filings with the United States Patent and Trademark Office have been filed by any other Person with respect to such

Collateral other than as may be filed in connection with this Agreement and except as described on SCHEDULE 4.18 hereto.

4.19 DESIGNATED SENIOR DEBT. The extensions of credit under this Agreement, the Notes and each Application will be, and are hereby designated as, Designated Senior Debt under and as defined in the Securities Purchase Agreement.

4.20 SOLVENCY. The Borrower and each Subsidiary is, and after giving effect to the incurrence of all Indebtedness, including Subordinated Indebtedness, and obligations being incurred in connection herewith will be and will continue to be, Solvent.

4.21 CERTAIN STOCKHOLDERS. None of Lawrence H. Schubert, Alan E. Schubert or Louis A. Morelli is a beneficial owner, directly or indirectly, including without limitation through a family member or trust, of any Voting Stock of the Borrower or its Subsidiaries except such Voting Stock as is subject to the provisions of the Voting Trust Agreement. As of the Closing Date, none of said individuals or any of his family members has any direct or indirect affiliation with or business relationship with the Borrower or its Subsidiaries except as is described in detail on SCHEDULE 4.21.

SECTION 5. CONDITIONS PRECEDENT

5.1 AMENDMENT EFFECTIVE DATE. The effectiveness of the amendment and restatement of the Existing Credit Agreement provided for hereby is subject to the receipt by the Agent of the following documents, each of which shall be satisfactory to the Agent and each Bank in form and substance:

(a) REVOLVING CREDIT NOTES. The Revolving Credit Notes, duly completed and executed in exchange (in the case of the Existing Bank) for the promissory note issued under the Existing Credit Agreement.

(b) SWINGLINE NOTE. The Swingline Note, duly completed and executed.

(c) SATISFACTION OF EXISTING LOANS. Evidence that the Existing Bank has been paid all principal of and interest on the Existing Loans and all commitment fees, and all other amounts owing, under the Existing Credit Agreement accrued to the Amendment Effective Date.

(d) PLEDGE AGREEMENT. The Agent shall have received a pledge agreement, in form and substance satisfactory to the Agent and each Bank, relating to the deposit account of the Borrower maintained with the Agent.

(e) LEGAL OPINION. The Agent and each Bank shall have received the executed legal opinion of Holland & Knight, counsel to the Borrower and its Subsidiaries, covering such matters incident to the transactions contemplated by this Agreement as the Agent may reasonably request.

(f) OTHER DOCUMENTS. Such other documents as the Agent or any Bank or special counsel to the Agent may reasonably request.

5.2 CONDITIONS TO EACH EXTENSION OF CREDIT. The agreement of each Bank to make any extension of credit requested to be made by it on any date is subject to the satisfaction on such borrowing date of the following conditions precedent:

(a) REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties made by the Borrower and each Subsidiary in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date; PROVIDED that, with respect to extensions of credit made after the Closing Date, Guarantee Obligations incurred after the Closing Date and in accordance with the terms of this Agreement shall not be deemed a breach of the representation and warranty set forth in subsection 4.1(b) to the extent that such Guarantee Obligations are not described in the financial statements described in subsection 4.1(a).

(b) NO DEFAULT. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extension of credit requested to be made on such date.

(c) ADDITIONAL DOCUMENTS. The Agent shall have received each additional document, instrument, legal opinion or item of information reasonably requested by it, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower or any Subsidiary may be a party.

(d) ADDITIONAL MATTERS. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be satisfactory in form and substance to the Agent, and the Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request.

Each borrowing by and Letter of Credit issued on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such Loan or Letter of Credit that the conditions contained in this subsection 5.2 have been satisfied.

5.3 CONDITIONS TO EACH EXTENSION OF CREDIT FOR AN INITIAL PERMITTED ACQUISITION. The agreement of each Bank to make any extension of credit to enable the Borrower to make an Initial Permitted Acquisition is subject to receipt by the Agent, and satisfaction by the Agent and the Banks with the contents, of (i) the financial statements of the Person whose assets are being acquired covering the most recent three (3) fiscal years of said Person and the unaudited financial statements

for such Person covering the most recent available interim period and (ii) a certificate of a Responsible Officer of the Borrower certifying as to the identity of the shareholders or owners of the selling Person and certifying that none of Lawrence H. Schubert, Alan E. Schubert or Louis A. Morelli is or has been a beneficial owner, directly or indirectly, including without limitation through a family member or trust, of the selling Person.

SECTION 6. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect, any Note or any Letter of Credit remains outstanding and unpaid or any other amount is owing to any Bank or the Agent hereunder, the Borrower shall and
(except in the case of delivery of financial information, reports and notices)
shall cause each of its Subsidiaries to:

6.1 FINANCIAL STATEMENTS. Furnish to each Bank:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower, a copy of the consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated and consolidating statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, and, with respect to the consolidated financial statements, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing not unacceptable to the Required Banks;

(b) as soon as available, but in any event not later than forty-five
(45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such quarter, (i) the related unaudited consolidated and consolidating statements of income and retained earnings of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, and the related unaudited consolidated and consolidating statements of cash flows of the Borrower and its consolidated Subsidiaries for the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects when considered in relation to the consolidated and consolidating financial statements of the Borrower and its consolidated Subsidiaries(subject to normal year-end audit adjustments) and (ii) a statement setting forth the aggregate amount of Capital Expenditures made by the Borrower and its consolidated Subsidiaries during such fiscal period (which aggregate amount shall separately specify the total amount of Capital Expenditures consisting of cash and the total amount of Capital Expenditures consisting of Capital Leases and other non-cash financings), in each case, certified by a Responsible Officer as being fairly stated in all material respects when, in the case of the financial statements delivered pursuant to clause (i) above, considered in relation

to the consolidated and consolidating financial statements of the Borrower and its consolidated Subsidiaries(subject to normal year-end audit adjustments); and

(c) as soon as available, but in any event not later than thirty (30) days after the last day of each month of each fiscal year of the Borrower, the unaudited consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such fiscal period and the related unaudited consolidated and consolidating statements of income and retained earnings of the Borrower and its consolidated Subsidiaries for such fiscal period and the portion of the fiscal year of the Borrower through the end of such fiscal period, setting forth in each case in comparative form the figures for the previous year;

all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

6.2 CERTIFICATES; OTHER INFORMATION. Furnish to each Bank:

(a) concurrently with the delivery of the financial statements referred to in subsection 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b) concurrently with the delivery of each of the financial statements referred to in subsections 6.1(a) and 6.1(b), a certificate of a Responsible Officer (which certificate shall set forth, in detail, all interim and preparatory figures and calculations used in determining the Borrower's satisfaction of its covenants and agreements contained in subsection 7.1) stating that, to the best of such Officer's knowledge, each of the Borrower and its Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement, the Notes and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate;

(c) if delivered, as soon thereafter as practicable but in no event later than fifteen (15) days after receipt, a copy of the letter, if any, addressed to the Borrower, of the certified public accountants who prepared the financial statements referred to in subsection 6.1(a) for such fiscal year and otherwise referred to as a "management letter";

(d) as soon as available, but in any event within thirty (30) days after the end of each fiscal year of the Borrower a copy of (i) the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding three (3) fiscal years and (ii) the projected consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at

the last day of each of such three (3) succeeding fiscal years. Such projections and projected balance sheet to be accompanied by a certificate of a Responsible Officer to the effect that such projections and projected balance sheet have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect;

(e) within five (5) days after the same are sent, copies of all financial statements and reports which the Borrower sends to its stockholders, including Triumph, and within five (5) days after the same are filed, copies of all applications, financial statements and reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority;

(f) promptly following the release by the Borrower or any of its Subsidiaries to the press of any material statement or other written communication, a copy thereof; and

(g) promptly, such additional financial and other information as any Bank may from time to time reasonably request.

6.3 PAYMENT OF OBLIGATIONS. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, including without limitation all payroll and other tax obligations, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be or except where the failure to pay, discharge or otherwise satisfy could not have a Material Adverse Effect.

6.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Continue to engage in business of the same general type as now conducted by it and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business except as otherwise permitted pursuant to subsection 7.5 and comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, have a Material Adverse Effect.

6.5 MAINTENANCE OF PROPERTY; INSURANCE.

(a) Keep all property useful and necessary in its business in good working order and condition except where the failure to do so could not have a Material Adverse Effect; and

(b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are usually insured against in the same general area by

companies engaged in the same or a similar business and furnish to each Bank upon written request, full information as to the insurance carried.

6.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of any Bank, upon reasonable notice to the Borrower, to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

6.7 NOTICES. Promptly give notice to the Agent and each Bank of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries, or (ii) litigation, investigation or proceeding which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority; which in either case, if not cured or if adversely determined, as the case may be, would have a Material Adverse Effect;

(c) any litigation or proceeding affecting the Borrower or any of its Subsidiaries in which the amount involved is $250,000 or more and not covered by insurance or in which injunctive or similar relief is sought which individually or in the aggregate could or might have a Material Adverse Effect; PROVIDED that the Borrower shall not be required to give notice of any such litigation or proceeding if the Borrower has reasonably determined, after consultation with counsel, that the possibility is remote that such litigation or proceeding will result in a judgment of $250,000 or more or in injunctive or similar relief against the Borrower or its Subsidiaries;

(d) the following events, as soon as possible and in any event within thirty (30) days after the Borrower knows or has reason to know thereof: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, or any withdrawal from, or the termination, Reorganization or Insolvency of any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan;

(e) as soon as the Borrower knows or has reason to know that it or any Subsidiary has become liable for remediation and/or environmental compliance expenses and/or fines, penalties or other charges which, in the aggregate, are in excess of $250,000 at any one time outstanding (net

of all reimbursements in respect of such amounts from any state trust funds which have been or are reasonably expected to be made to the Borrower or its Subsidiaries and have been recognized as a receivable or may properly be set off as a credit against such liabilities in accordance with GAAP); and

(f) a material adverse change in the business, operations, property, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto.

6.8 ENVIRONMENTAL LAWS.

(a) Comply with, and insure compliance by all tenants and subtenants, if any, with, all Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, registrations or permits required by Environmental Laws, except to the extent that failure to do so could not have a Material Adverse Effect;

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities respecting Environmental Laws, except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not have a Material Adverse Effect;

(c) Defend, indemnify and hold harmless the Agent and the Banks, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of or noncompliance with any Environmental Laws by the Borrower or any of its Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys' and consultants' fees, investigation and laboratory fees, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor.

(d) Prepare and deliver to the Agent and to each other Bank, at least as frequently as once each fiscal quarter after any accrual (as described below) exists, a report setting forth a summary, as of the end of such fiscal quarter, of (i) the gross amount of all sums accrued in respect of any remediation required by applicable Environmental Laws, (ii) all reimbursements in respect of such amounts from any state trust funds which have been or are reasonably expected to be made to the Borrower or its Subsidiaries and have been recognized as a receivable or may properly be set off

as a credit against the cost of such remediation under GAAP and (iii) the net amount of all sums accrued in respect of such remediation costs.

6.9 USE OF PROCEEDS. Use the proceeds of the Loans only for the purposes described in Section 4.16.

6.10 FURTHER ASSURANCES. Execute and deliver such additional financing statements, continuations of financing statements and other documents as Agent shall reasonably request to perfect and maintain perfected the Agent's security interest in the Collateral.

SECTION 7. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect, any Note or any Letter of Credit remains outstanding and unpaid or any other amount is owing to any Bank or the Agent hereunder, the Borrower shall not, and (except with respect to subsection 7.1) shall not permit any of its Subsidiaries to, directly or indirectly:

7.1 FINANCIAL CONDITION COVENANTS.

(a) MAXIMUM CONSOLIDATED INDEBTEDNESS TO CONSOLIDATED EBITDA. Permit as of the end of any FQED of the Borrower, during each of the periods set forth below, the Consolidated Indebtedness to Consolidated EBITDA Ratio to be greater than the amount set forth below opposite such period:

During 1997                        4.75 to 1.00, except as of June 30, 1997
                                   and September 30, 1997, 5.00 to 1.00
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During 1998                        4.00 to 1.00
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During 1999 and after              3.50 to 1.00
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(b) MAXIMUM SENIOR CONSOLIDATED INDEBTEDNESS TO CONSOLIDATED EBITDA. Permit as of the end of any FQED of the Borrower, during each of the periods set forth below, the Senior Consolidated Indebtedness to Consolidated EBITDA Ratio to be greater than the amount set forth below opposite such period:

----------------------------------------------------------------------------
                                      CONSOLIDATED SENIOR INDEBTEDNESS TO
        PERIOD                        CONSOLIDATED EBITDA  RATIO
----------------------------------------------------------------------------
During 1997                           3.50 to 1.00
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During 1998                           2.50 to 1.00
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During 1999 and after                 2.25 to 1.00
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(c) MINIMUM CONSOLIDATED EBIT TO CONSOLIDATED INTEREST EXPENSE RATIO.
Permit as of the end of any FQED of the Borrower, the Consolidated EBIT to Consolidated Interest Expense Ratio to be less than 2.00 to 1.00.

(d) MINIMUM OPERATING CASH FLOW RATIO. Permit as of the end of any FQED of the Borrower, the Operating Cash Flow Ratio to be less than 1.35 to 1.00 as of the fiscal quarters ended September 30, 1997 and March 31, 1998 and 1.50 to 1.00 as of the end of all other fiscal quarters.

(e) MINIMUM CURRENT RATIO. Permit as of the end of any FQED of the Borrower, the Current Ratio to be less than 1.50 to 1.00.

NOTE: For testing the above financial covenants as of the end of each of the first three fiscal quarters after the Closing Date, the results of OutSource International, Inc. and its Affiliates for the second, third and fourth quarters of 1996 shall be included as necessary to produce a rolling four quarter test period.

7.2 LIMITATION ON INDEBTEDNESS. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness in respect of the Loans, the Notes and the Letters of Credit and other obligations of the Borrower and its Subsidiaries under the Loan Documents;

(b) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary;

(c) Indebtedness outstanding on the Closing Date and listed on Schedule 7.2 and any refinancings, refundings, renewals or extensions thereof (without any increase in principal amount thereof);

(d) Subordinated Indebtedness of the Borrower and its Subsidiaries;

(e) Indebtedness secured by Liens permitted by Section 7.3(h) and under Capital Leases incurred in an aggregate principal amount not exceeding (i) $4,000,000 in each of 1997 and 1998,

$4,750,000 in 1999 and $5,500,000 in each year thereafter or (ii) $20,000,000 during the term of this Agreement; and

(f) Other unsecured (except as described in Section 7.3(h)) Indebtedness of the Borrower and its Subsidiaries not exceeding $250,000 in the aggregate outstanding at any time.

7.3 LIMITATION ON LIENS. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:

(a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; PROVIDED that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance arrangements;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or such Subsidiary; and

(f) Liens in existence on the Closing Date listed on SCHEDULE 7.2, securing Indebtedness permitted by subsection 7.2(c); PROVIDED that no such Lien is expanded to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;

(g) Liens created under the Security Documents;

(h) Liens securing Indebtedness of the Borrower or any Subsidiary permitted by subsection 7.2(e); PROVIDED that (i) such Liens shall be created promptly upon the acquisition, improvement or completion of the construction of such fixed or capital asset (and in any event no later than the earlier of (A) twelve (12) months from the date of which the construction of such fixed or capital asset is completed, and (B) twenty-four (24) months from the date on which the real estate

on which such fixed or capital asset is located, was purchased by the Borrower,
(ii) such Liens do not at any time encumber any property other than the property financed by the such Indebtedness, (iii) the amount of Indebtedness secured by thereby is not increased, and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the purchase price of such property;

(i) a first mortgage Lien on the headquarters of the Borrower at 1144 East Newport Center Drive, Deerfield Beach, Florida securing Indebtedness of the Borrower incurred to purchase such headquarters pursuant to the exercise of its option under the lease of such headquarters, and

(j) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased.

7.4 LIMITATION ON GUARANTEE OBLIGATIONS. Create, incur, assume or suffer to exist any Guarantee Obligation except:

(a) the Subsidiary Guarantee;

(b) Guarantee Obligations not exceeding $2,000,000 in the aggregate with respect to the mortgage of the Borrower's old headquarters at 8000 North Federal Highway, Boca Raton, Florida; and

(c) Guarantee Obligations arising as a result of guarantees by the Borrower of any Indebtedness of a consolidated Subsidiary that would appear as a liability on a consolidated balance sheet of the Borrower and its consolidated Subsidiaries.

7.5 LIMITATIONS ON FUNDAMENTAL CHANGES. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:

(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly-owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation and shall be a member of the Borrower's consolidated group for financial reporting and tax purposes); and

(b) any wholly owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly-owned Subsidiary of the Borrower.

7.6 LIMITATION ON SALE OF ASSETS. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, except as permitted by subsection 7.5.

7.7 LIMITATION ON RESTRICTED PAYMENTS. (i) Declare or pay any dividend or make any distribution in respect of the Borrower's or any Subsidiary's Capital Stock (except (A) dividends or distributions payable solely in the Borrower's or a Subsidiary's Capital Stock, (B) options, warrants or other rights to purchase the Capital Stock of the Borrower or a Subsidiary, (C) stock dividends or distributions payable from a Subsidiary to the Borrower so long as any such stock dividend is pledged by the Borrower pursuant to the Pledge Agreement to which the Borrower is a party, and (D) non-stock dividends or distributions payable solely to the Borrower which has executed and delivered to the Agent a Subsidiary Guarantee), or (ii) purchase, redeem or otherwise acquire or retire for value, or set apart assets for a sinking or other analogous fund for the benefit of, any Capital Stock of the Borrower or any Subsidiary, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary (collectively, a "Restricted Payment") except that as long as no Default exists or would result therefrom, the Borrower may (A) declare and pay dividends on its Capital Stock (x) after February 21, 1999 if the Consolidated Indebtedness to Consolidated EBITDA Ratio at the time of declaration and payment is less than 3.50 to 1.00 or (y) after the Borrower has received aggregate net proceeds of not less that $45,000,000 as a result of its issuance of its Capital Stock in one or more public offerings and (B) repurchase warrants issued pursuant to the Securities Purchase Agreement in accordance with the terms thereof but only if such repurchase is paid for with Put Notes (as defined in said Agreement) which notes are subordinated pursuant to the Securities Purchase Agreement.

7.8 LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in (each, an "Investment"), any Person, except:

(a) extensions of trade credit in the ordinary course of business;

(b) Investments in Cash Equivalents;

(c) loans and advances to employees of the Borrower or its Subsidiaries in the ordinary course of business in an aggregate amount for the Borrower and its Subsidiaries not to exceed $250,000 in the aggregate or $100,000 for any one employee, at any one time outstanding (including the principal amount of the loans listed on SCHEDULE 7.8);

(d) Investments by the Borrower in its Subsidiaries and investments by a Subsidiary in the Borrower and in other Subsidiaries; PROVIDED that any Subsidiary making an investment or

receiving the proceeds thereof is a member of the Borrower consolidated group for financial reporting and tax purposes;

(e) Investments of amounts held in depositary accounts (other than accounts assigned to the Agent) in financial institutions geographically proximate to the location of the Borrower's or a Subsidiary's operations; PROVIDED, that such amounts do not exceed $20,000 at any single institution or $150,000 in the aggregate;

(f) Loans by CSF to Labor World franchisees; PROVIDED that with respect to all such loans after the Closing Date such franchisees shall have issued a negotiable promissory note to CSF evidencing each loan which note has been endorsed and delivered to the Agent for the ratable benefit of the Banks;

(g) Investments by the Borrower or any Subsidiary in any Person not a Subsidiary on the Closing Date; PROVIDED that (i) any such Investment (whether made in one transaction or a series of transactions) does not exceed $10,000,000 (inclusive of commissions, fees and other transaction costs, but not including any portion of the Investments with respect to which the consideration is the Capital Stock of the Borrower), (ii) all such Investments made after the Closing Date do not exceed $10,000,000 in the aggregate (inclusive of commissions, fees and other transaction costs, but not including any portion of the Investments with respect to which the consideration is the Capital Stock of the Borrower),
(iii) any such acquired Person that is a Subsequently Acquired Subsidiary executes and delivers to the Agent, with a counterpart for each Bank, a supplement to the Subsidiary Guarantee, satisfactory in form and substance to the Agent, whereby such Subsequently Acquired Subsidiary guarantees the Obligations (as defined in the Subsidiary Guarantee subject to the Maximum Guaranteed Amount, as defined therein, with respect to such Subsequently Acquired Subsidiary) and agrees to be bound by the terms and conditions of the Subsidiary Guarantee, (iv) the Capital Stock of any such acquired Person is pledged and delivered by the holder thereof pursuant to a supplement to the OI Pledge Agreement to which such holder is a party, duly authorized, executed and delivered by such holder and otherwise in form and substance satisfactory to the Agent, (v) any such acquired Person executes a Subsidiary Security Agreement, in form and substance satisfactory to the Agent, (vi) in connection with the matters contemplated by the foregoing clauses (iii), (iv) and (v) the Person executing such supplement contemporaneously therewith causes to be delivered an opinion of counsel to such Person so executing such supplement and such pledgor, addressed to the Agent and the Banks and covering such matters as the Agent may request and (vii) the prior written consent of the Banks has been obtained. Notwithstanding the foregoing, the Borrower or any Subsidiary shall not make any Investment in any Person which exceeds one percent (1%) of the voting power represented by the Capital Stock then outstanding of such Person if the Board of Directors or other governing body of such Person has disapproved or recommended against any such Investment or refused to negotiate or terminated negotiations with the Borrower or such Subsidiary or which is not a Permitted Acquisition.

7.9 LIMITATION ON OPTIONAL PAYMENTS AND MODIFICATIONS OF DEBT INSTRUMENTS. (a) Make any optional payment or prepayment on or redemption of any Indebtedness other than Indebtedness under this Agreement, including without limitation the Senior Subordinated Notes and other Subordinated Indebtedness (it being understood that regularly scheduled payments of certain Indebtedness set forth on SCHEDULE 7.2 may be made so long as no Default or Event of Default exists); (b) amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms of the Senior Subordinated Notes, the Securities Purchase Agreement, the Subordinated Agreements or the other Subordinated Indebtedness, including, without limitation, any amendment to the subordination provisions thereof; (c) amend, modify or change, or consent or agree to any amendment, modification or change to, any of the terms relating to the payment or prepayment of principal of or interest on any Indebtedness (other than Indebtedness pursuant to this Agreement or the Senior Subordinated Notes), other than, with respect to the Indebtedness described in the foregoing clauses
(b) and (c), any such amendment, modification or change the primary effect of which would extend the maturity or reduce the amount of any payment of principal thereof or the primary effect of which would reduce the rate or extend the date for payment of interest thereon; or (d) designate any Indebtedness (other than Indebtedness hereunder) as "Designated Senior Debt" for purposes of the Securities Purchase Agreement.

7.10 TRANSACTIONS WITH AFFILIATES. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is not otherwise prohibited under this Agreement, is in the ordinary course of the Borrower's or such Subsidiary's business (including in connection with the Borrower's on-going franchise program) and is upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm's length transaction with a Person not an Affiliate.

7.11 SALE AND LEASEBACK. Enter into any arrangement with any Person providing for the leasing by the Borrower or any Subsidiary of real or personal property which has been or is to be sold or transferred by the Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary (a "Sale/Leaseback Transaction") unless the proceeds received therefrom are applied to reduce the Commitment.

7.12 CORPORATE DOCUMENTS; NAME/LOCATION OF ASSETS. (a) Amend its Certificate of Incorporation (except to increase the number of authorized shares of common stock) or (b) do any of the following, unless, in each case, it shall provide the Agent with at least thirty (30) days prior written notice of such action: (i) change its corporate name; (ii) change the location of its equipment; (iii) change the location of the office where it maintains its records pertaining to its accounts; (iv) change the location of its existing places of business or open any new places of business; or (v) change the location of its chief executive office; PROVIDED, HOWEVER, that anything herein to the contrary notwithstanding no notice need be provided pursuant to this subsection so long as either (i) the Borrower or a Subsidiary, as the case may be, executes and delivers to the

Agent a Uniform Commercial Code financing statement appropriate for filing to perfect the Agent's security interest in the Collateral in its new location, or
(ii) the Agent has previously filed a Uniform Commercial Code financing statement which perfects the Agent's security interest in the Collateral in its new location. As used herein, "equipment" and "accounts" have the respective meanings ascribed to them in Title 42a of the Connecticut General Statutes.

7.13 FISCAL YEAR. Permit the fiscal year of the Borrower to end on a day other than on December 31 of each calendar year.

7.14 LIMITATION ON NEGATIVE PLEDGE CLAUSES. Enter into any agreement, other than (i) as permitted by this Agreement and (ii) any purchase money or other mortgages, the Securities Purchase Agreement or Capital Leases (in which cases, any prohibition or limitation shall only be effective against the assets financed thereby), with any Person other than the Banks pursuant hereto which prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired.

7.15 NO LIMIT ON UPSTREAM PAYMENTS BY SUBSIDIARIES. Permit any of its Subsidiaries to enter into or agree, or otherwise become subject, to any agreement, contract or other arrangements with any Person pursuant to the terms of which (a) such Subsidiary is or would be prohibited from declaring or paying any cash dividends, or distributions or making any other payment to the Borrower, or (b) such dividends, distributions or other payments are, or would be limited or restricted on an annual or cumulative basis or otherwise. The Borrower shall cause its Subsidiaries, to the extent permitted by applicable law, to make such distributions of funds, including dividends, as may be necessary to meet in a timely manner all of the Borrower's obligations under this Agreement.

7.16 AASI AND VOTING TRUST AGREEMENT. Terminate, modify, amend, supplement, or deviate from the terms of, or agree to terminate, modify, amend, or deviate from the terms of , the AASI or the Voting Trust Agreement.

SECTION 8. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of any Note or any Reimbursement Obligation when due in accordance with the terms thereof or hereof; or the Borrower shall fail to pay any interest on any Note or any Reimbursement Obligation, or any other amount payable hereunder, within five (5) days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or

(b) Any representation or warranty made or deemed made by the Borrower or any Subsidiary in any Loan Document to which the Borrower or such Subsidiary is a party or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

(c) The Borrower shall default in the observance or performance of any agreement contained in subsections 6.3, 6.4, 6.5, 6.6, 6.7, or 6.9 or Section 7 of this Agreement or in the Market Clearing Letter; or

(d) The Borrower shall default in the observance or performance of any other agreement contained in this Agreement (other than as provided in paragraphs (a) through (c) of this subsection), and such default shall continue unremedied for a period of thirty (30) days after the earlier of (i) a Responsible Officer of the Borrower becomes aware of such default or (ii) notice of such default to the Borrower by Agent or any Bank; or

(e) Any Subsidiary shall default in the observance or performance of any agreement contained in any Loan Document to which it is a party, and such default shall continue unremedied for a period of thirty (30) days after the earlier of (i) a Responsible Officer of any such Subsidiary becomes aware of such default or (ii) notice of such default to such Subsidiary by Agent or any Bank; or

(f) The Borrower or any of its Subsidiaries shall (i) default in any payment of principal of or interest of any Indebtedness (other than the Notes) which has an aggregate principal amount in excess of 100,000, individually or in the aggregate, or in the payment of any Guarantee Obligation under which the maximum liability of the Borrower or such Subsidiary exceeds $500,000, individually or in the aggregate, beyond the period of grace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable; or

(g) (i) The Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief' of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other

relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i),(ii), or (iii) above, or (v) the Borrower or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(h) (i) Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether waived or not, shall exist with respect to any Plan, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Banks, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Banks is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist, with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could subject the Borrower or any of its Subsidiaries to any tax, penalty or other liabilities in the aggregate material in relation to the business, operations, property or financial or other condition of the Borrower and its Subsidiaries taken as a whole; or

(i) One or more judgments or decrees shall be entered against the Borrower any of its Subsidiaries involving in the aggregate a liability (to the extent not paid or covered by insurance) of $250,000 or more and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof; or

(j) If at any time the Borrower or all or any of its Subsidiaries shall become liable for remediation and/or environmental compliance expenses and/or fines, penalties or other charges which, in the aggregate, are in excess of $250,000 at any one time outstanding (net of all reimbursements in respect of such amounts from any state trust funds which have been or are

reasonably expected to be made to the Borrower or its Subsidiaries and have been recognized as a receivable or may properly be set off as a credit against such liabilities under GAAP); or

(k) A Change of Control shall have occurred; or

(l) The Subsidiary Guarantee or any other Guarantee Obligation in respect of the Borrower's Indebtedness hereunder shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Person having a Guarantee Obligation in respect of the Borrower's Indebtedness hereunder, including without limitation each Subsidiary (or any Person acting on behalf of any such Person) shall deny or disaffirm such Guarantee Obligation; or

(m) Lawrence H. Schubert, Alan E. Schubert or Louis A. Morelli becomes the beneficial owner, directly or indirectly, including through a family member or trust, of any Voting Stock of the Borrower or its Subsidiaries except for the limited purpose of making transfers in accordance with the terms of the AASI.

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (g) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, regardless of whether the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and the Notes shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Banks, the Agent may, or upon the request of the Required Banks, the Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Banks, the Agent may, or upon the request of the Required Banks, the Agent shall, by notice of default to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, regardless of whether the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) and the Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable.

With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account to be opened by the Agent (the "Cash Collateral Account") an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. The Borrower hereby grants to the Agent, for the benefit of the Issuing Bank and the L/C Participants, a security interest in the Cash Collateral Account and all amounts from time to time on deposit therein to secure all obligations of the Borrower in respect of such Letters of Credit under this Agreement and the other Loan Documents. The Borrower shall execute and deliver to

the Agent, for the account of the Issuing Bank and the L/C Participants, such further documents and instruments as the Agent may request to evidence the creation and perfection of such security interest in the Cash Collateral Account. Amounts held in the Cash Collateral Account shall be applied by the Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the Notes. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in the Cash Collateral Account shall be returned to the Borrower.

Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

SECTION 9. THE AGENT

9.1 APPOINTMENT. Each Bank hereby irrevocably designates and appoints Bank of Boston Connecticut as the Agent of such Bank under this Agreement and the other Loan Documents, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.

9.2 DELEGATION OF DUTIES. The Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3 EXCULPATORY PROVISIONS. Neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Banks for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement or any other Loan Document or any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Document or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained

in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower.

9.4 RELIANCE BY AGENT. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Loan Documents in accordance with a request of the Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks and all future holders of the Notes.

9.5 NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Agent has received notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". In the event that the Agent receives such a notice, the Agent shall give notice thereof to the Banks. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Banks; PROVIDED that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Banks.

9.6 NON-RELIANCE ON AGENT AND OTHER BANKS. Each Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and credit worthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this

Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself, and keep itself informed, as to the business, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

9.7 INDEMNIFICATION. The Banks agree to indemnify the Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective amounts of their original Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Notes) be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; PROVIDED that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent's gross negligence or willful misconduct. The agreements in this subsection shall survive the payment of the Notes and all other amounts payable hereunder.

9.8 AGENT IN ITS INDIVIDUAL CAPACITY. The Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Agent were not the Agent hereunder and under the other Loan Documents. With respect to its Loans made or renewed by it and any Note issued to it and with respect to any Letter of Credit issued or participated in by it, the Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Bank and may exercise the same as though it were not the Agent, and the terms "Bank" and "Banks" shall include the Agent in its individual capacity.

9.9 SUCCESSOR AGENT. The Agent may resign as Agent upon ten (10) days' notice to the Banks. If the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required Banks shall appoint a Successor Agent, whereupon such Successor Agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall mean such Successor Agent effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Notes. After any retiring Agent's resignation as Agent, the provisions of this subsection shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.

SECTION 10. MISCELLANEOUS

10.1 AMENDMENTS AND WAIVERS. Neither this Agreement, any Note, any other Loan Document nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this subsection. With the written consent of the Agent and the Required Banks, the Agent and the Borrower may, from time to time, enter into written amendments, supplements or modifications hereto and to the Notes and the other Loan Documents for the purpose of adding any provisions to this Agreement, the Notes or the other Loan Documents or changing in any manner the rights of the Banks or of the Borrower hereunder or thereunder or waiving, on such terms and conditions as the Agent may specify in such instrument, any of the requirements of this Agreement, the Notes or the other Loan Documents or any Default or Event of Default and its consequences; PROVIDED, HOWEVER, that no such waiver and no such amendment, supplement or modification shall (a) reduce the amount or extend the maturity of any Note or any installment thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any fee payable to any Bank hereunder, or change the amount of any Bank's Commitment, in each case without the consent of the Bank affected thereby, or (b) amend, modify or waive any provision of this subsection or reduce the percentage specified in the definition of Required Banks, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents or release any Guarantee or any of the Collateral, in each case without the written consent of the Agent and all the Banks, or (c) amend, modify or waive any provision of Section 9 without the written consent of the then Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Borrower, the Banks, the Agent and all future holders of the Notes. In the case of any waiver, the Borrower, the Banks and the Agent shall be restored to their former position and rights hereunder and under the outstanding Notes and any other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

10.2 NOTICES. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy, telegraph or telex), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three
(3) days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when confirmed received, or, in the case of telegraphic notice, when delivered to the telegraph company, or, in the case of telex notice, when sent, answer back received, addressed as follows in the case of the Borrower and the Agent, and as set forth in SCHEDULE A in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes:

The Borrower:           OutSource International, Inc.
                        1144 East Newport Center Drive
                        Deerfield Beach, Florida 33442
                        Attn:    Paul M. Burrell
                        President and Chief Executive Officer
                        Telephone: (954) 418-6428
                        Telecopy: (954) 418-3365

With a copy to:         Holland & Knight
                        One East Broward Boulevard
                        Suite 1300
                        Fort Lauderdale, Florida 33301
                        Attn:    Donn Beloff, Esq.
                        Telephone: (954) 468-7823
                        Telecopy:   (954) 468-7875

The Agent:              Bank of Boston Connecticut
                        100 Pearl Street
                        Hartford, Connecticut 06103
                        Attn: Scott S. Barnett
                        Telephone: (860) 727-6557
                        Telecopy: (860) 727-6575

With a copy to:         Day, Berry & Howard
                        CityPlace I
                        Hartford, Connecticut 06103-3499
                        Attn: Richard C. MacKenzie, Esq.
                        Telephone: (860) 275-0100

Telecopy: (860) 275-0343

provided that any notice, request or demand to or upon the Agent or the Banks pursuant to subsections 2.1A, 2.4, 2.5, 2.9 or 2.13 shall not be effective until received.

10.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no delay in exercising, on the part of the Agent or any Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the Notes.

10.5 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees, on demand, (a) to pay or reimburse the Agent for all its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the fees and disbursements of counsel to the Agent, (b) to pay or reimburse each Bank and the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, fees and disbursements of counsel to the Agent and to the several Banks, (c) to pay, indemnify, and hold each Bank and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents, (d) to pay, indemnify and hold each Bank harmless from any and all fees, costs and expenses incurred by any such Bank after the occurrence and throughout the continuance of an Event of Default in connection with any inspection or examination pursuant to subsection 6.6, and (e) to pay, indemnify, and hold each Bank and the Agent (and their respective directors, officers, employees and agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes, the other Loan Documents and any such other documents (all the foregoing, collectively, the "indemnified liabilities"); PROVIDED that the Borrower shall have no obligation hereunder to the Agent or any Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Agent or any such Bank (or any of their respective directors, officers, employees or agents), (ii) legal proceedings commenced against the Agent or any such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, or (iii) legal proceedings commenced against the Agent or any such Bank by any other Bank or by any Transferee. As long as no Default or Event of Default exists, the Agent agrees to give the Borrower periodic reports of the costs and expenses subject to payment or reimbursement under this subsection. The agreement in this subsection shall survive repayment of the Notes and all other amounts payable hereunder.

10.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING BANKS.

(a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Banks, the Agent, all future holders of the Notes and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Bank.

(b) Without the consent of the Borrower, any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities (other than any entity which, to the knowledge of such Bank, is a competitor of the Borrower or an Affiliate of such a competitor ("Participants")) participating interests in any Loan owing to such Bank, any Note held by such Bank, any Commitment of such Bank or any other interest of such Bank hereunder and under the other Loan Documents. In the event of any such sale by a Bank of participating interests to a Participant, such Bank's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, such Bank shall remain the holder of any such Note for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and the other Loan Documents. The Borrower agrees that if amounts outstanding under this Agreement and the Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement or any Note; PROVIDED that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Banks the proceeds thereof as provided in subsection 10.7. The Borrower also agrees that each Participant shall be entitled to the benefits of subsections 2.14, 2.15, 2.16 and 10.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; PROVIDED, THAT no Participant shall be entitled to receive any greater amount pursuant to such subsections than the transferor Bank would have been entitled to receive in respect of the amount of the participation transferred by such transferor Bank to such Participant had no such transfer occurred.

(c) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to any Bank or any affiliate thereof and, with the consent of the Agent and (so long as no Event of Default has occurred and is continuing) the Borrower if a Purchasing Bank (as hereinafter defined) is not then a Bank party to this Agreement (which shall not be unreasonably withheld), to one (1) or more additional banks or financial institutions ("Purchasing Banks") all or any part of its rights and obligations under this Agreement and the Notes in the minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, pursuant to an Assignment and Acceptance executed by such Purchasing Bank, such transferor Bank (and, in the case of a Purchasing Bank that is not then a Bank or an affiliate

thereof, by the Borrower and the Agent) and delivered to the Agent for its acceptance and recording in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date of such Assignment and Acceptance, (x) the Purchasing Bank thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder with a Commitment as set forth therein, and (y) the transferor Bank thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a transferor Bank's rights and obligations under this Agreement, such transferor Bank shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of the appropriate Commitment Percentages arising from the purchase by such Purchasing Bank of all or a portion of the rights and obligations of such transferor Bank under this Agreement and the Notes. On or prior to the effective date of such Assignment and Acceptance, the Borrower shall execute and deliver to the Agent in exchange for the Revolving Credit Note a new Revolving Credit Note to the order of such Purchasing Bank in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the transferor Bank has retained a Commitment hereunder, new Notes to the order of the transferor Bank in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date, and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the transferor Bank shall be returned by the Agent to the Borrower marked "canceled".

(d) The Agent shall maintain at its address referred to in subsection 10.2 a copy of each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by a transferor Bank and Purchasing Bank (and, in the case of a Purchasing Bank that is not then a Bank or an affiliate thereof, by the Borrower and the Agent) together with, if such Purchasing Bank is not then a Bank hereunder, payment by the transferor Bank and/or the Purchasing Bank of a registration and processing fee of $2,500, the Agent shall (i) promptly accept such Assignment and Acceptance, and (ii) on the effective date of such Assignment and Acceptance, record the information contained therein in the Register and give notice of such acceptance and recordation to the Banks and the Borrower.

(f) The Borrower authorizes each Bank to disclose to any Participant or Purchasing Bank (each, a "Transferee") and any prospective Transferee any and all financial information in such

Bank's possession concerning the Borrower and its Affiliates which has been delivered to such Bank by or on behalf of the Borrower pursuant to this Agreement or which has been delivered to such Bank by or on behalf of the Borrower in connection with such Bank's credit evaluation of the Borrower and its affiliates prior to becoming a party to this Agreement; PROVIDED that prior to receiving such information, such Transferee shall agree to hold in confidence all confidential material or proprietary information obtained by such Transferee with respect to the Borrower's business operations that is plainly marked by the provider of such material or information as confidential or proprietary except
(a) to the extent that the production of such information is required pursuant to any statute, ordinance, regulation, rule or order or any subpoena or any governmental authority or by reason of any bank regulation in connection with any bank examination, (b) to the extent already publicly disclosed and (c) that any Bank shall not be prohibited from disclosing any such information to any of their agents, attorneys, accountants, consultants, participants, assignees, or prospective participants, who are aware of such Bank's covenant in this subsection and who have agreed with such Bank, for the benefit of the Borrower, to comply with such covenant. The Borrower acknowledges that Bank of Boston Connecticut intends to make assignments of its interests hereunder, and agrees to cooperate with the reasonable requests of Bank of Boston Connecticut for the purpose of providing relevant financial information to prospective Transferees, including making officers and employees of the Borrower available to discuss such financial information with prospective Transferees during normal business hours.

(g) If, pursuant to this subsection, any interest in this Agreement or any Note is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Bank shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Bank (for the benefit of the transferor Bank, the Agent and the Borrower) that under applicable law and treaties no taxes will be required to be withheld by the Agent, the Borrower or the transferor Bank with respect to any payments to be made to such Transferee in respect of the Loans, (ii) to furnish to the transferor Bank (and, in the case of any Purchasing Bank registered in the Register, the Agent and the Borrower) either (A) United States Internal Revenue Service Form 4224 or United States Internal Revenue Service Form 1001 or (B) United States Internal Revenue Service Form W-8 or W-9, as applicable (wherein such Transferee claims entitlement to complete exemption from United States federal withholding tax on all interest payments hereunder), and (iii) to agree (for the benefit of the transferor Bank, the Agent and the Borrower) to provide the transferor Bank (and, in the case of any Purchasing Bank registered in the Register, the Agent and the Borrower) a new Form 4224 or Form 1001 or Form W-8 or W-9, as applicable, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption.

(h) Nothing herein shall prohibit any Bank from pledging or assigning any Note to any Federal Reserve Bank in accordance with applicable law.

10.7 ADJUSTMENTS; SET-OFF.

(a) Subject to the provisions of subsection 2.13(b), if any Bank (a "benefitted Bank") shall at any time receive any payment of all or part of its Loans or the Reimbursement Obligations owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsection 8(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Bank, if any, in respect of Loans or Reimbursement Obligations owing to it, or interest thereon, then such benefitted Bank shall purchase for cash from the other Bank such portion of such other Bank's Loans or the Reimbursement Obligations owing to it, or shall provide such other Bank with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the other Banks; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Bank so purchasing a portion of another Bank's Loan or the Reimbursement Obligations owing to it may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Bank were the direct holder of such portion.

(b) In addition to any rights and remedies of the Banks provided by law, each Bank shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder or under the Notes (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Bank to or for the credit or the account of the Borrower. Each Bank agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application.

10.8 COUNTERPARTS. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Agent.

10.9 SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10 INTEGRATION. This Agreement represents the agreement of the Borrower, the Agent and the Banks with respect to the subject matter hereof, and, other than the fee letter and commitment letter, each dated February 5, 1997, between the Borrower and the Agent, there are no promises, undertakings, representations or warranties by the Agent or any Bank relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.11 GOVERNING LAW. This Agreement and the Notes and the rights and obligations of the parties under this Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the laws of the State of Connecticut.

10.12 SUBMISSION TO JURISDICTION; WAIVERS. The Borrower hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of Connecticut, the courts of the United States of America for the District of Connecticut, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in subsection 10.2 or at such other address of which the Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages.

10.13 ACKNOWLEDGMENTS. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Notes and the other Loan Documents;

(b) neither the Agent nor any Bank has any fiduciary relationship to the Borrower, and the relationship between Agent and Banks, on one hand, and the Borrower, on the other hand, is solely that of debtor and creditor;

(c) no joint venture exists among the Banks or among the Borrower and the Banks; and

(d) each reference in the other Loan Documents to the Credit Agreement shall mean the Existing Credit Agreement as amended and restated hereby, and as the same shall be further amended, modified, supplemented or restated from time to time, and each reference therein to "Bank" shall include the Swingline Bank and to "Loan" shall include the Swingline Loans.

10.14 WAIVERS OF JURY TRIAL; COMMERCIAL TRANSACTIONS. (A) THE BORROWER, THE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENTS AND FOR ANY COUNTERCLAIM THEREIN.

(B) THE BORROWER ACKNOWLEDGES THAT THE LOANS EVIDENCED HEREBY ARE COMMERCIAL TRANSACTIONS WITHIN THE MEANING OF CHAPTER 903A OF THE CONNECTICUT GENERAL STATUTES.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first written above.

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -------------------------------
      Name: Paul M. Burrell
      Title: President

BANK OF BOSTON CONNECTICUT,
As a Bank and as the Agent

By: /s/ SCOTT S. BARNETT
    -------------------------------
      Name: Scott S. Barnett
      Title: Vice President

COMERICA BANK

By: /s/ DAVID KUZIEKMKO
    -------------------------------
      Name: David Kuziekmo
      Title: First Vice President

LASALLE NATIONAL BANK

By: /s/ JOHN J. MCGUIRE
    -------------------------------
      Name: John J. McGuire
      Title: Vice President

                                                               COMMITMENT
BANK                                                            $ AMOUNT
-----------------------------------------------------------------------------
Bank of Boston Connecticut                                     $17,000,000
100 Pearl Street, 5th Floor
Hartford Corporate Banking
Hartford, Connecticut 06103

         Attention: Scott S. Barnett, Vice President
         Telecopy No.: 860-727-6575

Comerica Bank                                                  $14,000,000
100 NE Third Avenue
Ft. Lauderdale, Florida 33301

         Attention: Gina Zamarelli, Vice President
         Telecopy No.: 954-832-8341

LaSalle National Bank                                          $14,000,000
135 S. LaSalle, Suite 218
Chicago, Illinois 60603

         Attention: John J. McGuire, Vice President
         Telecopy No. 312-904-4660
                                                              ------------
                                     TOTALS:                   $45,000,000

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 4.1 (b)
LONG TERM COMMITMENTS

Guarantees - See Schedule 7.2

Long term leases - See Schedule 7.2. In addition, the Company has entered into approximately 55 operating leases for Labor World dispatch centers at various locations throughout the United States - these leases are generally 2 to 3 years in length, but in no case have longer than a five year term.

The warrants issued to Triumph/Bachow, as well as the warrants placed in escrow, should they be eventually issued to Triumph/Bachow, all contain a contingent put obligation, whereby OutSource would be required to purchase the warrants for the "publicly traded" fair value of those warrants should OutSource not cause an Initial Public Offering to happen by February 2001. This put right expires February 2003. OutSource may satisfy the put obligation by the issuance of a 3 year subordinated obligation payable in equal quarterly installments with the first payment due 6 months from the issuance of the put note and payments due every six months thereafter - interest would be payable quarterly at the rate of 13% per annum.

The company has committed to employment terms in connection with past acquisitions as follows:

Claire Schmidt - CST - potential of $75,000 per year through 1997 and participation in the ISO plan, with no stated minimum employment term.

The company offers the following employee benefit plans which may include some future obligation:

Annual and Quarterly Incentive Bonus Plans 401 (k) plan and employee contribution match

The following acquisitions contain contingent "earnout" provisions which could allow additional payments based on achieving certain levels of gross margins, sales or net income:

All-Temps, Inc. - 2.1875% of gross margin of the Southern California Industrial Division operations through 1999, with a minimum annual amount payable of $40,000 and an aggregate three year (1997-1999) minimum of $150,000.

CST, Inc. - 3.5 times the excess of Boston Industrial net income (as defined) over $484,000 for the twelve month period ended May 31,1997 and 1.5 times the excess of net income (as defined) over $484,000 for the twelve month period ended May 31,1998, the sum of both items not to exceed $380,000.

Komco, Inc. - 1% of Phoenix sales until September, 1997.

Payments to Matthew Schubert and Louis J. Morelli for the purchase of the Hammond, Indiana Labor World office - See Schedule 4.21

Kenneth E. Southeard, Inc. - 1% of Chattanooga sales through September 1998, with minimum payment of $10,000 and maximum payment of $30,000.

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 4.1 (c)
RECENT DISPOSITIONS

Certain acquisitions consummated in 1996 and 1997 as follows: PayRay/TriTemps, CST, Kenneth E. Southeard, Komco, Demark, and LaPorte Enterprises.

Capitalized 15 year lease for new headquarters in Deerfield Beach, FL

Lease/purchase of approximately $1.2 million in furniture and equipment related to above facility.

Lease/purchase of approximately $2 million in software (Masterpack, Davison, Unidata) and related hardware.

OutSource International, Inc.
Credit -Agreement
Schedule 4.2
Recent Distributions/No Change

{a) Writeoff in 1996 of approximately $1.8 million related to aborted IPO, investigation of certain matters by Schiff Hardin Waite, and settlement of lawsuit by Robert Feinstein.

(b) Distributions of equity since December 31, 1995 made as follows:

1) 87.5% of All-Temps earnout payments through October 1, 1996, in the amount of $168,372 was classified as a shareholder distribution in 1996.

2) $377,687 of payments made for shareholder tax obligations was initially classified as a shareholder distribution but then reclassified as shareholder salary and advances in [December 1996.

3) During the week prior to the closing of this transaction, the distribution of all equity in the subsidiaries of the Borrower was declared and related notes were given to the shareholders, which will be satisfied by payments to be made shortly after the closing of this transaction. This distribution is calculated on a tax basis, which may be greater than the book basis.

4) Immediately prior to the closing of this transaction, the Borrower reacquired 517,584 shares of its common stock for a gross sales price of $7,617,160.

                          OUTSOURCE INTERNATIONAL
                          LITIGATION 1990 TO 1997
                                  2.19.97

 YEAR                                                                                       CURRENT
INITIATED         PLAINTIFF                 DESCRIPTION            RESOLUTION               STATUS

1997              Gail Green                ADA & Wrongful             Open              In Progress;
                                            Discharge                                    Expect to be
                                                                                         dismissed.

1997              Geoffrey Haycock          WI Fair Emp. Law           Open              In progress;
                                                                                         Expect to be
                                                                                         dismissed

1996              Carl Nurick               EEOC - Title VII           Open              EEOC ruled "no
                                                                                         cause"; Plaintiff has
                                                                                         90 day right to sue.

1996              Len Briskman              EEOC - Title VII           Settled           Settled

1996              Robert Feinstein          Wrongful Discharge         Settled           Settled

1995              Rosalba Lopez             EEOC - Title VII           Open              Plaintiff failed to show
                                                                                         for arbitration hearing;
                                                                                         should be dismissed.

1995              Patricia Ruiz             EEOC - Title VII           Open              In Progress; we
                                                                                         expect it to be
                                                                                         dismissed.

1995              Greta Richardson          EEOC - Title VII           Open              EEOC ruled "no
                                                                                         cause"; Plaintiff has
                                                                                         90 day right to sue.
1993              None
1992              None
1991              None
1990              None

SCHEDULE" 4.6 (Continued)

LIABILITY CLAIMS

ILLINOIS

Carrier: Credit General Coverage: Employer's Liability

THE EMPLOYEE RECEIVED SECOND DEGREE BURNS TO HIS RIGHT HAND AND FOREARM FROM A HOT GLUE MACHINE WHILE WORKING AT RHOPAC INC.

Status: We will maintain our lien of $82,611.00 should a settlement be reached. A trial date has not been set.

Action: Keep legal costs to a minimum while monitoring the third party claim.

JOHN CATALANO 8/4/92 $ 5,000.00/ $

Carrier: National Union Fire Coverage: General Liability

MR CATALANO, A REGULAR EMPLOYEE OF CHICAGO CARDBOARD WAS WORKING ON A PRESS WHEN HIS LEG WAS AMPUTATED.

Status: Depositions of Dynment, Chicago Cardboard, employees were taken, however, the employee's attorney no longer wishes to take the depositions of Labor World employees at this time.

Action: Our defense attorney will pursue a dismissal upon completion of discovery.

                                                  ANTICIPATED CLAIM COST
CLAIMANT                        DOL                  CARRIER/LABOR WORLD
-------------------------------------------------------------------------------
MAGDALENO MARTINEZ           6/14/91                % 5,000.00/ $


Carrier: Home Insurance Co.             Coverage: Genera1 Liability

THIS EMPLOYEE WAS WORKING AT OLMARC AND HAD HIS HAND INSIDE A MIXING MACHINE WHEN ANOTHER TEMPORARY EMPLOYEE TURNED THE MACHINE ON.

Status: The employee settled his third party suit with the machine manufacturer for $20,000.00. We have requested $6,000.00 of that to satisfy our workers compensation lien.

The trial of 9/6/96 resulted in the employee's Motion to file a Second Complaint against Olmarc and the Motion to file a Reconsideration on the Dismissals to be set for hearing on 1/15/97.

Action: Determine amount of lien recovery and obtain results of the hearing on 1/15/97.

Carrier: Home Insurance Co. Coverage: General Liability

AN EMPLOYEE OF A SUBCONTRACTOR WORKING ON THE PREMISES OF LEEDMARK (A LABOR WORLD CUSTOMER) ALLEGES AN UNKNOWN INDIVIDUAL DROPPED A METAL SHELF ON HER HAND, CAUSING AN AMPUTATION OF HER FINGER.

STATUS: The employee's deposition was obtained revealing that she was assigned a helper by Leedmark when she arrived to the job site. She trained this individual and the two worked together for approximately three hours before the incident took place. None can identify the individual who worked with Ms. Brown thus, we should be able to obtain a dismissal from this suit.

Action plan: Continue attempts to secure a dismissal from this claim.

FLORIDA

Carrier: Redland Insurance Co. Coverage: General Liability

THIS PERSON HAS NAMED OUR CORPORATE COMPANY IN A SUIT FOR INJURIES HE SUSTAINED WHILE WORKING AT A JOB SITE IN POMPANO BEACH FLORIDA. HE ALLEGES THAT A TEMPORARY EMPLOYEE OF LABOR WORLD, AT THE SAME JOB SITE, CAUSE HIS INJURIES.

Status: The Labor World franchise that is believed to be the proper defendant in this claim has been added to the complaint.

The deposition of the franchise owner is to be scheduled and once obtained, verifying that his company is the one involved in this incident, the corporate Labor World will be dismissed.

ACTION PLAN: Obtain franchise owners deposition date and pursue dismissal.

                            MASTER LIABILITY POLICY

                                    FRANCHISE

                                   CINCINNATI

                                                       ANTICIPATED CLAIM COST
   CLAIMANT                     DOL                      CARRIER / LABOR WORLD
-------------------------------------------------------------------------------
   CARGHILL               8/16/93 & 1/23/94            $ 2,500.00/ $ 874.72

            Maryland Casualty

CARRIERS: Redland Insurance Co. COVERAGES: General Liability

A CLIENT, CARGHILL, ALLEGES THAT BRANCH MANAGER, LARRY FAIRALL, LABOR WORLD OF CINCINNATI, OUTSOURCE, LABOR WORLD USA & EMPLOYERS UNLIMITED BREACHED THE SERVICING AGREEMENT BY FAILING TO PROVIDE LONGSHOREMANS COVERAGE FOR EMPLOYEE, DAVID FULLER.

STATUS: The defense counsel is collecting supporting evidence to pursue a dismissal for OutSource and Labor World USA who were wrongly named as defendants in this suit.

ACTION PLAN: Determine what additional information is needed for a dismissal to be granted.

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 4.11
TAX RETURNS

There is currently an Internal Revenue Service audit in progress of OutSource International, Inc. (Illinois corporation). The audit, which commenced approximately November 1996, was initially for the 1994 tax year although the agent has indicated that certain aspects of other tax years may be examined. We have not received any notice of proposed adjustments as a result of this examination to date.

To the best of Company's knowledge the Company knows of nothing to indicate that this represents anything other than a routine audit.

Another Internal Revenue Service agent contacted the company in February 1997 to start an audit of Synadyne II, Inc. for 1994 and/or 1995. Although the agent wanted to start immediately, she was persuaded to wait until late April 1997 due to the major financing and other activity the company is currently engaged in.

To the best of Company's knowledge the Company knows of nothing to indicate that this represents anything other than a routine audit.

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 4.13
ERISA MATTERS

Pursuant to the terms of the Labor World Profit Sharing and Retirement Plan and Trust ("LW Plan"), highly compensated employees are not eligible to participate in the LW Plan. However, as a result of administrative errors, some highly compensated employees have been permitted to make elective salary deferral contributions. The Company is reviewing all records and compiling information regarding this operational defect in order to make the appropriate correction. The Company intends to seek IRS approval regarding the proposed correction under the Voluntary Closing Agreement Program ("VCAP"). There will be a penalty, payable by the Company, associated with a correction under the VCAP.

                 SCHEDULE 4.15

                 SUBSIDIARIES

NAME                                     STATE OF INCORPORATION   TAX STATUS
----                                     ----------------------   ----------

OutSource International of America, Inc.        Florida          C Corporation

OutSource Franchising, Inc.                     Florida          C Corporation

Capital Staffing Fund, Inc.                     Florida          C Corporation

Emp}oyees Insurance Services, Inc.              Florida          C Corporation

Synadyne I, Inc.                                Florida          C Corporation

Synadyne II, Inc.                               Florida          C Corporation

Synadyne III, Inc.                              Florida          C Corporation

Synadyne IV, Inc.                               Florida          C Corporation

Synadyne V, Inc.                                Florida          C Corporation

OutSource International,Inc (1)                 Illnois          S Corporation

Note (1) To be merged into OutSource International of America, Inc. on the
closing date.

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 4.18
UCC FILING LOCATIONS

None.

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 4.17
ENVIRONMENTAL MATTERS

None.

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 4.21
RELATIONSHIP OF CERTAIN STOCKHOLDERS TO THE BORROWER

Louis J. Morelli - attorney - routine collection work in Illinois at hourly rate established subject to OutSource's routine bid process.

Group health insurance provided to Larry Schubert, Alan Schubert, and Louis A. Morelli for monthly reimbursement to OutSource of actual costs of approximately $1,610 per month.

Month to month leasing of records storage space in warehouse owned by SMSB, a partnership owned by Larry Schubert, Alan Schubert, Louis A. Morelli and Paul Burrell, in the approximate amount of $2,055 per month.

Leasing of Boca condominium, Chicago dispatch facility, and Waukegan dispatch facility from SMSB, a partnership owned by Larry Schubert, Alan Schubert, Louis
A. Morelli and Paul Burrell, in the approximate amount of $11,694 per month pending the purchase of those assets for approximately $810,000.

Payments to Matthew Schubert and Louis J. Morelli for the purchase of the Hammond, Indiana Labor World office - 50% of normal sales commission for year ended June 10,1997 and 25% of normal sales commission for year ended June 10,1998, based on business in place at that office at time of acquisition.

Matthew Schubert, Louis J.Morelli and Ray Morelli have ownership interest in the following entities that have Labor World and Office Ours franchise agreements with OutSource Franchising, Inc. The Labor World franchise agreements are on the same terms as Labor World Franchise agreements with other unrelated third parties. The Office Ours franchise agreement with Ray Morelli is the only such Office Ours franchise agreement in existence at this time.

DIVISION       FRANCHISEE AND RELATED PARTY STOCKHOLDERS   1996 ROYALTIES LOCATION

Labor World    LM Investors, Inc. - Matt Schubert           $183,857 Aurora, IL
                               - Louis J Morelli

Labor World    LM Investors, Inc. - Matt Schubert            110,228 Joliet, IL
                               - Louis J Morelli

Labor World    Temp Aid, Inc.     - Matt Schubert            148,757 Elkhart, IN
                               - Louis J Moreili

Labor World    Temp Aid, Inc.     - Matt Schubert            103,857 Grand Rapids, MI
                               - Louis J Morelli

Off'ce Ours    All Staff Temps, Inc. - Ray Morelli            17,908 Schaumburg, IL
                                                           ---------

                                                            $564,607
                                                           =========

The Company currently leases from Ray Morelli certain dispatch and office facilities used by its Labor World division in the Chicago region, under the following terms:

LOCATION                                      CURRENT                  EXPIRATION OF LEASE
                                              MONTHLY RENT

Elgin, Illinois - dispatch facility           $1,050                   September 30, 2003
Elgin, Illinois - offices                      1,050                   September 30, 2003
Milwaukee South - dispatch facility              850                   September 30, 2003
                                            --------
                                              $3,050
                                            ========

Nadya I. Schubert, wife of Lawrence H. Schubert, is a co-trustee together with Robert A. Lefcort of the Robert A. Lefcort Irrevocable Trust which owns 89,003 voting shares of the Borrower.

                                   OUTSTANDING
               LENDER               PRINCIPAL            REPAYMENT TERMS
                                    AT CLOSING
SUBORDINATED INDEBTEDNESS:

CAPITAL STAFFING FUND

     Paul M. Burrell                    $500,000          Principal due February 2001, interest
                                                                 paid monthly at 21% per annum

     Richard E. Burrell                  125,000          Principal due February 2001, interest
                                                                 paid monthly at 21% per annum

     Scott T. Burrell                     50,000          Principal due February 2001, interest
                                                                 paid monthly at 21% per annum

     Louis J. Morelli                    100,000          Principal due February 2001, interest
                                                                 paid monthly at 21% per annum

     Rachele Spadoni                     125,000          Principal due February 2001, interest
                                                                 paid monthly at 21% per annum

     Raymond s. Morelli                  100,000          Principal due February 2001, interest
                                                                 paid monthly at 21% per annum

     Robert E. Tomlinson                 200,000          Principal due February 2001, interest
                                                                 paid monthly at 21% per annum


SHAREHOLDERS:

     Larry Schubert trust                407,000         Principal due in five quarterly installments
                                                                Starting February 1999, interest
                                                                paid quarterly at 10% per annum

     Nadya Schubert trust                408,000         Principal due in five quarterly installments
                                                                Starting February 1999, interest
                                                                paid quarterly at 10% per annum

     Alan Schubert                       605,000         Principal due in five quarterly installments
                                                                Starting February 1999, interest
                                                                paid quarterly at 10% per annum

     Paul Burrell                        325,000         Principal and interest at 10% per annum paid in
                                                                twelve (12) equal quarterly installments starting
                                                                May 1999. Accrued interest for first two years
                                                                paid May 1999.

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 7.2
INDEBTEDNESS                       Page 2 of 4

                                                 OUTSTANDING
               LENDER                            PRINCIPAL            REPAYMENT TERMS
                                                 AT CLOSING

ACQUISITIONS:
  WAD, Inc.
  (Beneficiaries - Paul Burrell, Robert Lefcort)  400,000     Principal and interest at 10% per annum paid in eight
                                                              (8) equal quarterly installments starting May 1997.

  All-Temps, Inc.                                 158,325     $8,325 due immediately - the balance is payable in
  (Beneficiary - Chuck Brewer)                                minimum annual installments of $40,000 in 1997 and
                                                              1998, with any remainder due at the end of 1999.
                                                              Non interest bearing.

  PayRay, Inc.                                  1,526,290     Principal and interest at 14% per annum
  (Beneficiary - Ray Morelli and partners)                    paid over five years in equa1 monthly
                                                              installments starting March 1997.

  TriTemps, Inc.                                1,037,180     Principal and interest at 14% per annum
  (Beneficiary - Ray Morelli and partners)                    paid over five years in equal monthly
                                                              installments starting March 1997.

  CST, Inc                                        100,123     Principal plus one year interest at 7%
                                                              per annum due Deccember 1997.

  Kenneth E. Southeard, Inc.                      100,566     50% of principal plus six months' interest at
                                                              6% per annum due June and December 1997.

  Komco, Inc.                                       9,780     Earn out balance due on demand.

  Demark, Inc.                                     27,996     Earn out balance due on demand.

  LaPorte Enterprises, Inc.                       400,000     Due in June 1997 with six months'
                                                              interest at 10% per annum.

  LaPorte Enterprises, Inc.                       250,000     18 monthly installments of principal and
                                                              interest starting March 1997 at 7% per annum.

(1 ) StaffNet, Inc.                               160,000     Four quarterly payments starting June 1997 - non
                                                              interest bearing.

(1) Stand-by Personnel - Denver                   500,000     Principal plus interest at 6% due April
                                                              1998 (one year after transaction date).

(1) Stand-by Personnel - Denver                   500,000     50% of principal plus interest at 6% due
                                                              July 1998 (15 months after transaction date).
                                                              50% of principal plus interest at 6% due
                                                              July 1999 (27 months after transaction date).
                                                              Subject to earnout - See Schedule 4.1(b)

(1) Stand-by Personnel - Colorado Springs         850,000     50% of principal plus one year interest at
                                                              4% per annum due March 1998 and March
                                                              1999.  Subject to earnout - See Schedule 4.1(b)


(1) Staff Management Services, Inc.             1,650,000     Principal of $925,000 plus interest at
                                                              4% per annum due March 1998 and
                                                              $725,000 plus interest due March 1999.

                                                  OUTSTANDING
               LENDER                             PRINCIPAL            REPAYMENT TERMS
                                                  AT CLOSING

SUBORDINATED DEBT WITH WARRANTS
Triumph Capital                                   14,000,000      Interest payable monthly at 11% per annum
                                                                   for the first two years and 12.5% per annum
Bachow and Associates, Inc.                       11,000,000       for the next three years. Principal of
                                                                   $9.2 million due in FebnJary 20.01 and balance
                                                                   due in Febnuary 2002.

NOTE: THE WARRANTS ASSOCIATED WITH THE ABOVE DEBT CONTAIN A CONTINGENT PUT OBLIGATION - SEE SCHEDULE 4.1(b)

NON~SUBORDINATED INDEBTEDNESS:

CAPITALIZED LEASES:

(3) Hewlett Packard Leasing                 1,527,988         Equal monthly installments over 5 years at 8.2% per annum
                                                              interest.

    Catalfumo Construction                  5,300,000         Base rental payments of $45,854 per month, not including
                                                              operating expenses, through December 1999, after which
                                                              base rental is $53,393 for thirteen years.  Purchase option
                                                              and right to convert to 75% financing at 8.2% per annum
                                                              with 20 year amortization/10 year maturity expires
                                                              December 1999.

    Bankers Direct Leasing - Lease #1       539,078           Lease #1 incurred 10/18/96 for furniture and equipment,
                                                              base payments of $11,232.22 through October 2001 -
                                                              imputed interest rate is 7.2%.  Payment period is 60 months.

    Bankers Direct Leasing - Lease #2       389,394           Lease #2 is yet to be implemented, but represents furniture
                                                              and equipment ordered and shipped by 12/31/96.  At
                                                              present, the lease finance factor will be consistent with Lease
                                                              #1.  A one month deposit of $7,828.04 was made in 1996.
                                                              Payment period is 60 months upon execution of the lease.

    AT&T                                    4,556             Baltimore - Base payments are $119.78 for sixty months,
                                                              ending September 2001.
                                                              The lease rate is 19.820%.
    AT&T                                    6,777             Alexandria - Base payments are $354.73 for 36 months,
                                                              ending November 1998
                                                              The lease rate is 19.265%.

    Finova                                  4,859             Manchester - Base payments of $496.09, rate 16.309%,
                                                              ending 8/7/97.
    Finova                                  1,860             Chattanooga - Represents acquisition lease buyout.  Base
                                                              payment is $265.65.  Final payment is due June 1997.  No
                                                              interest is imputed due to inavailability of asset fair market
                                                              value and immateriality.

OUTSOURCE INTERNATIONAL, INC
CREDIT AGREEMENT
SCHEDULE 7.2
INDEBTEDNESS                       Page 4 of 4

                                   OUTSTANDING
               LENDER               PRINCIPAL       REPAYMENT TERMS
                                    AT CLOSING

MORTGAGES:
(1) Califomia Federal                73,408       Base payments of $863.00 due with final payment on
(Condo - Boca Raton)                              September 2008. Interest rate is 8.50%.  In March 1996,
                                                  $228.64 used for impound payment began to be applied
                                                  towards payment of loan.

(1) Devon                            239,636      Base payment is $1,152.00 plus accrued interest (prime +
(Dispatch center - Chicago, IL)                   2%), through April 1999.

(1) Palaske                          209,639      Payments $2,001.09 through February 2013. Interest rate is 8.50%.
(Dispatch center -
   Waukegan, IL)

OTHER:

TKO Software                          86,230      $100,000 due November 1997, which includes imputed interest at 10% per annum.
NBD Bank                               6,915      CHN - Base payment $515.55, interest rate of 6.919%, final payment
                                                  Feb 1998.
NBD Bank                               5,725      CHS - Base payment $538.79, interest rate of 6.995%, final payment
                                                  Nov 1997.
NBD Bank                               5,759      CHHP - Base payment $495.35, interest rate of 5.90%, final payment
                                                  Dec 1997.

Chrysler Credit                        9,915      WK - Base payment $425.35, interest rate of 9.930%, final payment Feb 1999.
Chrysler Credit                       11,604      MAN - Base payment $345.56, interest rate of 13.033%, final payment June 2000.

GUARANTEES:

(2) Nations Bank                   1,112,533      Represents 1st mortgage on 8000 N. Federal, Boca Raton, FL.
                                                  Payment is $7,466.67 plus accrued interest.  Rate is prime + 1%.
                                                  Final payment due is approximately $814,000 in May 2000.

(2) Colson                           637,593      Represents 2nd mortgage on 8000 N. Federal, Boca Raton, FL.
                                                  Payment is $7,321.10 through August 2000.  Payment from Sept.
                                                  2000 through August 2005 is $7,258.28.  Payment from Sept. 2005
                                                  through August 2010 is $7,152.08.  Interest rate is 9.531%. Payments
                                                  include fees for CDC and CSA, which are approx 5% of monthly
                                                  payment.
                                 -----------
Subtotal - term debt              45,788,729

Line of Credit -
  Bank of Boston,
   as agent                       45,000,000      Matures February 2001.  Interest payable monthly - variable
                                 -----------      rate based on ratio of Funded Indebtedness to EBITDA.

Total - all debt                 $90,788,729
                                 ===========

(1) Note: The debt indicated is not actually outstanding as of closing, but is expected to be incurred shortly thereafter, at the time the related asset is purchased.

(2) Note: This debt relates to OutSource's previous headquarters building in Boca Raton, Florida and represents guarantees by certain OutSource subsidiaries. The building is currently for sale and once sold, these guarantees will be released. Also, SMSB partnership, the lessor and owner of the building has agreed to limit OutSource's liability for rent to 18 months (approximately 30,000 per month) starting in December 1996.

(3) Note: Full amount of authorized borrowings of $S2,151.000 under this credit facility are expected to be incurred over next twelve months.

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 7.3
LIENS

The following lenders have liens on the assets noted:

1) Hewlett Packard Lease Financing:

Masterpack software
Unidata software
Davison software
American Business Communications telephone system Hewlett Packard computers

2) TKO Financing

OutSmart software

3) Bankers Direct Leasing

Workstations in Deerfield Beach headquarters Office furniture in Deerfeld Beach headquarters

4) Catalfumo Construction

Deerfield Beach headquarters building

5) Bank of Boston, as agent

All assets, particularly cash and accounts receivable

6) AT&T Finova

Office equipment

7) NBD Bank Chrysler Credit

Vans

FOLLOWING LIENS RELATE TO ASSETS ANTICIPATED TO BE PURCHASED SHORTLY AFFER CLOSING:

8) California Federal Condominium - Boca Raton, FL

9) Devon Dispatch center- Chicago, IL

10) Palaske
Dispatch center - Waukegan, IL

11) Staff Management, Inc.

Rights to repossess certain intangible assets upon a default in payment of deferred purchase price

FOLLOWING LIENS RELATE TO ASSETS OWNED BY OTHER ENTITIES BUT GUARANTEED BY OUTSOURCE SUBSIDIARIES

12) Nations Bank
Colson

Office building - 8000 North Federal Highway Boca Raton, FL

EXHIBIT A-1

NOTICE OF BORROWING

[Date] 1

Bank of Boston Connecticut, as Agent
for the Banks Party to the Credit
Agreement referred to below,
100 Pearl Street
Hartford, Connecticut 06103

Attention: Scott S. Barnett

Ladies and Gentlemen:

OutSource International, Inc. (the "Borrower") refers to the Credit Agreement, dated as of February , 1997 (the "Credit Agreement"), among OutSource International, Inc., the Banks parties thereto and Bank of Boston Connecticut, as Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby gives you notice pursuant to Section 2.4 of the Credit Agreement that it requests a borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such borrowing is requested to be made:

(A) Date of proposed borrowing

(which is a Business Day)

(B) Principal amount of borrowing 2 $

(C)      Type of Loan 3

(D-1)    Interest Period 4

(D-2)    Pricing Level
         (I, II, III, IV, V or VI):

(E)      Purpose of Loan (check applicable boxes):

         1.       INITIAL PERMITTED ACQUISITION 5             |_|
                  If checked, name of selling
                  Person:

         2.       WORKING CAPITAL AND GENERAL
                  CORPORATE PURPOSES of Borrower and its Subsidiaries (OTHER

THAN CSF) |_| If checked, state purpose:

3. CSF LINE 6 |_|

4. SUBSEQUENT PERMITTED ACQUISITION |_| If checked, name of selling Person and identity of its shareholders and owners:

5. LETTER OF CREDIT 7 |_|

(F) Aggregate amount of Loans and Letters of Credit outstanding:

                                                                                                       OUTSTANDING
                                                                                                        AFTER LOAN
                                                                             OUTSTANDING ON            REQUESTED BY
                                                 MAXIMUM                    THE DATE OF THIS          THIS NOTICE IS
                         PURPOSE                 AUTHORIZED                      NOTICE                    MADE
1.        Initial Permitted Acquisition          $25,000,000 in          $                      8 $
                                                                           --------------------
                                                 aggregate
2.        Working Capital and General            $40,000,000 less        $                        $
                                                                          ---------------------
          Corporate Purposes of                  amounts of F(1),
          Borrower and Subsidiaries              F(4) and F(5)
          (other than CSF)
3.        CSF Line                               $  5,000,000            $                        $
                                                                          ---------------------
4.        Subsequent Permitted                   $10,000,000             $                        $
                                                                          ---------------------
          Acquisition
          (MAY NOT BE REBORROWED FOR
          SUBSEQUENT PERMITTED
          ACQUISITION)
5.        Letters of Credit                      $10,000,000             $                        $
                                                                          ----------------------

                  Sum of (1) through (5)                               $                            $
                                                                        ----------------------

If the box in (E)1 above has been checked, the undersigned hereby certifies that none of Lawrence H. Schubert, Alan E. Schubert or Louis A. Morelli is or has been a beneficial owner, directly or indirectly, including without limitation through a family member or trust, of the selling Person identified in (E)1.

If the box in (E)4 above has been checked, the undersigned hereby certifies that, with respect to the Subsequent Permitted Acquisition identified in (E)4, all of the requirements of a Subsequent Permitted Acquisition set forth in the definition thereof in the Credit Agreement have been met.

As required by Section 5 of the Credit Agreement, the undersigned officer on behalf of the Borrower hereby further certifies that:

(a) the representations and warranties contained in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the date hereof (or if such representation or warranty is expressly stated to have been made as of a specific date, as of the such specific date);

(b) the Borrower has performed and complied with and is in compliance with all of the terms, covenants and conditions of the Credit Agreement;

(c) there does not exist any Default or Event of Default under the Credit Agreement; and

(d) each of the other conditions precedent set forth in Section 5 of the Credit Agreement have been satisfied and complied with.

Very truly yours,

OUTSOURCE INTERNATIONAL, INC.

EXHIBIT A-2

REVOLVING CREDIT NOTE

Hartford, Connecticut
________ ____, 1997

FOR VALUE RECEIVED, the undersigned, OUTSOURCE INTERNATIONAL, INC. (the "Company"), promises to pay to the order of (the "Bank"), at the office of Bank of Boston Connecticut, located at 100 Pearl Street, Hartford, Connecticut 06103, the principal sum of

MILLION AND NO/100 DOLLARS ( )

or the aggregate unpaid principal amount of all Loans made by the Bank to the undersigned pursuant to the Credit Agreement, as hereinafter defined, whichever is less, in lawful money of the United States of America. As used herein, "Credit Agreement" means the Amended and Restated Credit Agreement, dated as of February 21, 1997 and amended and restated as of March 18, 1997, as the same may hereafter be amended, modified, supplemented or restated from time to time, among the Company, the Banks from time to time parties thereto and Bank of Boston Connecticut, as Agent. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

The undersigned also promises to pay interest on the unpaid principal amount of each Loan from time to time outstanding, from the date of such Loan until the payment in full thereof, at the rates per annum which shall be determined in accordance with the provisions of the Credit Agreement.

The Bank is authorized to record the date and amount of each Loan made by the Bank pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal hereof on the reverse side hereof, or reflect such information on the records of the Bank by such other methods as the Bank may generally employ; PROVIDED, HOWEVER, that the failure to make any such entry shall in no way detract from the Company's obligations under this Note.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, from the date due until paid, at a rate per annum which shall be two percent (2%) in excess of the rate of interest which would otherwise be applicable thereto. All payments of principal of and interest on this Note shall be made in immediately available funds. In the event that the total amount of any payment required to be paid under this Note is not paid within ten (10) days of the date when the same

becomes due, the Bank may collect and the undersigned agrees to pay a late charge equal to five percent (5%) of the total amount then due.

This Note is the Revolving Credit Note referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

Witness:                                OUTSOURCE INTERNATIONAL, INC.


_________________________               By:___________________________________
Name:                                         Name:

Title:

EXHIBIT A-3

SWINGLINE NOTE

Hartford, Connecticut
________ ____, 1997

FOR VALUE RECEIVED, the undersigned, OUTSOURCE INTERNATIONAL, INC. (the "Company"), promises to pay to the order of (the "Bank"), at the office of the Bank of Boston Connecticut, located at 100 Pearl Street, Hartford, Connecticut 06103, the principal sum of

MILLION AND NO/100 DOLLARS ( )

or the aggregate unpaid principal amount of all Swingline Loans made by the Bank to the undersigned pursuant to the Credit Agreement, as hereinafter defined, whichever is less, in lawful money of the United States of America. As used herein, "Credit Agreement" means the Amended and Restated Credit Agreement, dated as of February 21, 1997 and amended and restated as of March 18, 1997, as the same may hereafter be amended, modified, supplemented or restated from time to time, among the Company, the Banks from time to time parties thereto and Bank of Boston Connecticut, as Agent. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

The undersigned also promises to pay interest on the unpaid principal amount of each Swingline Loan from time to time outstanding, from the date of such Swingline Loan until the payment in full thereof, at the rates per annum which shall be determined in accordance with the provisions of the Credit Agreement.

The Bank is authorized to record the date and amount of each Swingline Loan made by the Bank pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal hereof on the reverse side hereof, or reflect such information on the records of the Bank by such other methods as the Bank may generally employ; PROVIDED, HOWEVER, that the failure to make any such entry shall in no way detract from the Company's obligations under this Note.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, from the date due until paid, at a rate per annum which shall be two percent (2%) in excess of the rate of interest which would otherwise be applicable thereto. All payments of principal of and interest on this Note shall be made in immediately available funds. In the event that the total amount of any payment required to be paid under this Note is not paid within ten (10) days of the date when the same becomes due, the Bank may collect and the undersigned agrees to pay a late charge equal to five percent (5%) of the total amount then due.

This Note is the Swingline Note referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof,

the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

Witness:                                  OUTSOURCE INTERNATIONAL, INC.


_________________________                 By:______________________________
Name:                                           Name:

Title:

EXHIBIT D

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement, dated as of February __, 1997 (as may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement"), among OUTSOURCE INTERNATIONAL, INC., a Florida corporation (the "Company"), the Banks named therein and BANK OF BOSTON CONNECTICUT, as agent for the Banks (in such capacity, the "Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meaning given to them in the Credit Agreement.

______________________ (the "Assignor") and _____________________ (the "Assignee") agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), a ____% interest (the "Assigned Interest") in and to the Assignor's rights and obligations under the Credit Agreement with respect to the Assignor's Commitment thereunder in a principal amount as set forth on Annex 1 hereto.

2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or in connection with the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or any collateral security granted in connection therewith, if any, other than that it has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, any of its Subsidiaries or any other obligor or the performance or the observance by the Company, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches the Note held by it evidencing the Assignor's Commitment and requests that the Agent exchange such Note for new Notes payable to the Assignee and the Assignor in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement and any amendments thereto, together with copies of the financial statements delivered pursuant to subsection 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees

that it will, independently and without reliance upon the Assignor, the Agent or any other Bank, based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform all the obligations required, by the terms of the Credit Agreement, to be performed by it as a Bank, including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to paragraph 2.16(b) of the Credit Agreement.

4. The effective date of this Assignment and Acceptance shall be _____________, _____ (the "Effective Date"). Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent pursuant to subsection 10.6 of the Credit Agreement, effective as of the Effective Date.

5. From and after the date of receipt of this Assignment and Acceptance, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Bank thereunder and under the other Loan Documents and shall be bound by the provisions thereof, and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

7. The Assignee advises the Agent that the address listed on Annex 1 is its address for notices under the Credit Agreement.

8. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the state of Connecticut.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the _____ day of ________, 199_, by their respective duly authorized officers on Annex 1 hereto.

   COMMITMENT                                 COMMITMENT
   PERCENTAGE AFTER ASSIGNMENT                DOLLAR AMOUNT AFTER ASSIGNMENT
-------------------------------------------------------------------------------


ASSIGNEE

By:_________________________________           By:_____________________________
      Title:                                        Title:



Accepted:                                      Consented To:

BANK OF BOSTON                                 OUTSOURCE INTERNATIONAL, INC.
CONNECTICUT, as
Agent

By:_________________________________           By:_____________________________

Title: Title:

OUTSOURCE INTERNATIONAL, INC.
CREDIT AGREEMENT
SCHEDULE 7.8
MANAGEMENT LOANS AND ADVANCES

None.

OI PLEDGE AGREEMENT

This OI Pledge Agreement, dated as of February 21, 1997 (as amended, supplemented or otherwise modified from time to time, this "Pledge Agreement") made by OUTSOURCE INTERNATIONAL, INC., a Florida corporation (the "Pledgor"), in favor of BANK OF BOSTON CONNECTICUT, as agent (in such capacity, the "Agent") for the benefit of the Agent and the ratable benefit of the Banks which are from time to time parties to the Credit Agreement dated of even date herewith (as amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement") among the Pledgor, the Agent and the Banks;

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Banks have severally agreed to extend credit to the Pledgor upon the terms and subject to the conditions set forth therein;

WHEREAS, the Pledgor is the legal and beneficial owner of the shares of Pledged Stock (as hereinafter defined) issued by each of the Pledgor's Subsidiaries listed on Schedule A hereto (individually, an "Issuer"; collectively the "Issuers"); and

WHEREAS, it is a condition precedent to the obligation of the Banks to make their respective extensions of credit to the Pledgor under the Credit Agreement that the Pledgor shall have executed and delivered this Pledge Agreement to the Agent for the benefit of the Agent and the ratable benefit of the Banks;

NOW, THEREFORE, in consideration of the premises and to induce the Agent and the Banks to enter into the Credit Agreement and to induce the Agent and the Banks to make their respective extensions of credit and the Issuing Bank to issue certain Letters of Credit under the Credit Agreement, the Pledgor hereby agrees with the Agent, for the benefit of the Agent and the ratable benefit of the Banks, as follows:

Section 1. INTERPRETATION OF THIS AGREEMENT.

(a) CERTAIN DEFINED TERMS. As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the
Section hereof following such term:

"AGENT" as defined in the introductory paragraph hereof.

"BANKS" as defined in the Credit Agreement.

"CODE" means the Uniform Commercial Code from time to time in effect in the State of Connecticut.

"COLLATERAL" means the Pledged Stock and all Proceeds.

"CREDIT AGREEMENT" as defined in the introductory paragraph hereof.

"ISSUER(S)" as defined in the second recital paragraph.

"OBLIGATIONS" means, at any time, all obligations and undertakings of the Pledgor under and in respect of the Credit Agreement, including, without limitation, the Pledgor's obligations and undertakings with respect to the payment of the principal of, and interest on, each Revolving Credit Note, all of the Pledgor's Reimbursement Obligations, any and all Related Expenses incurred by the Agent and all other amounts payable, and all other indebtedness owed, by the Pledgor under each of the Loan Documents.

"OI SECURITY AGREEMENT" means the OI Security Agreement dated of even date herewith made by Pledgor in favor of Bank of Boston Connecticut, as the Agent for the benefit of the Agent and the ratable benefit of the Banks that from time to time are parties to the Credit Agreement, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"PLEDGE AGREEMENT" as defined in the introductory paragraph hereof.

"PLEDGED STOCK" means the shares of capital stock of each Issuer listed on Schedule A hereto, together with all shares, stock certificates, options, warrants, offers or rights of any nature whatsoever that may be issued or granted by each Issuer to the Pledgor while this Pledge Agreement is in effect.

"PROCEEDS" means all proceeds as such term is defined in
Section 9-306 of the Code on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"RELATED EXPENSES" as defined in the OI Security Agreement.

(b) RULES FOR INTERPRETING UNDEFINED TERMS. All capitalized terms used in this Pledge Agreement and not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. All capitalized terms used in this Pledge Agreement and not defined herein or in the Credit Agreement but that are defined in the Code shall have the respective meanings assigned to such terms in the Code.

(c) HEADINGS, ETC. The titles of the Sections appear as a matter of convenience only, do not constitute an operative part of this Pledge Agreement and shall not affect the construction hereof. Each covenant contained herein shall be construed (absent an express contrary provision herein) as being independent of each other covenant contained herein, and compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with one or more other covenants.

(d) DIRECTLY OR INDIRECTLY. Where any provision in this Pledge Agreement requires or prohibits certain actions by Persons, such provision shall be applicable regardless of whether such action is taken directly or indirectly by such Person.

(e) RULES OF CONSTRUCTION. The words "herein," "hereof," "hereto" and "hereunder" and other words of similar import refer to this Pledge Agreement as a whole and not to any particular section, subsection or clause contained in this Pledge Agreement unless the context requires otherwise. Whenever from the context it appears appropriate, each term stated in either the singular or the plural includes the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender include the masculine, feminine and the neuter. The word "including" shall mean "including, without limitation." Unless otherwise specified herein, any reference in this Pledge Agreement to an existing document, agreement or instrument means such document, agreement or instrument as it may have been amended, modified, supplemented or restated from time to time.

(F) GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL CONNECTICUT LAW.

Section 2. PLEDGE; GRANT OF SECURITY INTEREST. The Pledgor hereby unconditionally and irrevocably pledges, assigns and delivers to the Agent, for the benefit of the Agent and the ratable benefit of the Banks, all the Pledged Stock issued and outstanding on the date hereof and hereby unconditionally and irrevocably grants to Agent, for the benefit of the Agent and the ratable benefit of the Banks, a first security interest in and Lien upon the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations,

Section 3. STOCK POWERS. Concurrently with the delivery to the Agent of each certificate representing one or more shares of Pledged Stock, the Pledgor shall deliver an undated stock power covering such certificate, duly executed in blank by the Pledgor with, if the Agent so requests, signature guaranteed.

Section 4. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and warrants to the Agent and the Banks that:

(a) the shares of Pledged Stock listed on Schedule A constitute all the issued and outstanding shares of all classes of the capital stock of each Issuer;

(b) all the shares of the Pledged Stock have been duly and validly authorized and issued and are fully paid and nonassessable and the certificates evidencing such shares are in proper form;

(c) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Stock, free of any and all liens or options in favor of, or claims of, any other Person, except the Lien created by this Pledge Agreement;

(d) there are no restrictions upon the voting rights or transferability of the Pledged Stock and the Pledgor has all requisite power and authority to execute and deliver this Agreement and to grant the Liens granted hereby; and

(e) upon delivery to the Agent of the Pledged Stock, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected first-priority Lien on the Collateral, enforceable as such against all present and future creditors of the Pledgor and any Persons purporting to purchase any Collateral (or any interest therein) from the Pledgor.

The Pledgor agrees that the foregoing representations and warranties shall be deemed to have been made by the Pledgor in a true and correct manner in all material respects on each date of each extension of credit to the Pledgor.

Section 5. COVENANTS. The Pledgor covenants and agrees with the Agent and the Banks that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization or recapitalization of any Issuer), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Agent and the Banks, hold the same in trust for the Agent and the Banks and deliver the same forthwith to the Agent in the exact form received, duly indorsed by the Pledgor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Agent so requests in writing, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be

made on or in respect of the Collateral or any property shall be distributed upon or with respect to the Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Banks, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the merger of OutSource International, Inc., an Illinois corporation and a wholly owned Subsidiary of the Pledgor, into OutSource International of America, Inc., a Florida corporation and a wholly owned Subsidiary of the Pledgor, contemplated to occur on or before the Closing Date, shall not trigger the application of this Section 5.1(a), insofar as this Section 5.1(a) requires that any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations.

(b) Without the prior written consent of the Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Agent and the Banks in and to the Collateral against the claims and demands of all Persons whomsoever.

(c) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper (in each case, as defined in the Code) shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Pledge Agreement.

(d) The Pledgor agrees to pay, and to save the Agent and the Banks harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

Section 6. CASH DIVIDENDS; VOTING RIGHTS. Unless an Event of Default shall have occurred and be continuing and the Agent shall have given notice to the Pledgor of the Agent's intent to exercise its corresponding rights pursuant to Section 7 below, the Pledgor shall be permitted to receive all cash dividends paid in the normal course of business of each Issuer and consistent with past practice to the extent permitted in the Credit Agreement in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock, PROVIDED, HOWEVER, that no vote shall be cast or corporate right exercised or other action taken which, in the Agent's reasonable judgment, would impair the Collateral in any material respect or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Pledge Agreement, any Revolving Credit Note or any other Loan Document or any other document executed and delivered in connection therewith or herewith.

Section 7. RIGHTS OF THE BANK AND THE AGENT. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise any of the following rights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Obligations in such order as the Agent may determine, and (ii) all shares of the Pledged Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of each Issuer or otherwise, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of such Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(b) The rights of the Agent and the Banks hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Bank of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any portion of the Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Agent nor any Bank shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any party thereof.

Section 8. REMEDIES. If an Event of Default shall occur and be continuing, the Agent, on behalf of the Banks, may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor, each Issuer or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived) may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, grant options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Agent or any Bank or elsewhere upon such terms and conditions as the Agent may deem advisable and at such prices as the Agent may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of the Pledgor, which right or equity of redemption is hereby waived and released. The Agent shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Agent and the Banks hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Agent and the Banks, to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the Code, need the Agent account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Agent or any Bank arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Agent or any Bank to collect such deficiency.

Section 9. PRIVATE SALES. (a) The Pledgor recognizes that the Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale

and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit any Issuer to register such securities for public sale under the Securities Act or under applicable state securities laws, even if such Issuer would agree to do so.

(b) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Agent and the Banks, that the Agent and the Banks have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Section 10. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUERS. The Pledgor hereby authorizes and instructs each Issuer to comply with any instruction received by such Issuer from the Agent in writing that (a) states that an Event of Default has occurred and (b) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so complying.

Section 11. AGENT APPOINTED AS PLEDGOR'S ATTORNEY-IN-FACT. The Pledgor hereby appoints the Agent as Pledgor's attorney-in-fact with full power in Pledgor's place and stead, in Pledgor's name or its own name and at Pledgor's expense, to execute, endorse and deliver any and all agreements, assignments, pledges, instruments and any other writings, and to take any and all other actions, which the Agent may deem necessary or desirable to carry out the terms and effect the purposes of this Agreement and to exercise fully its rights and remedies hereunder. The Agent may delegate any or all of such power to any of its officers, directors, employees, agents, nominees, stockholders and other representatives (hereinafter collectively called "Representatives") and have any such Representative(s) exercise any such delegated power as substitute(s) for Agent. Pledgor hereby ratifies that the Agent and all such Representatives shall lawfully and properly do or cause to be done under this power of attorney, which power is coupled with an interest and shall be irrevocable until all Obligations have been satisfied and this Pledge Agreement has been terminated. So long as no Default or Event of Default has occurred, the Agent agrees to give Pledgor five
(5) business days prior notice of its intention to exercise the power of attorney granted hereby.

Section 12. AUTHORITY OF AGENT. The Pledgor acknowledges that the rights and responsibilities of the Agent under this Pledge Agreement with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement

shall, as between the Agent and the Banks, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and the Pledgor, the Agent shall be conclusively presumed to be acting as agent for the Banks with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Section 13. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS. The Pledgor and the Pledged Stock shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, (i) any demand for payment of any of the Obligations made by the Agent or any Bank may be rescinded by the Agent or such Bank, and any of the Obligations continued, and the Obligations, or the liability of any Issuer or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Agent or any Bank, (ii) the Credit Agreement, any Revolving Credit Note, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, as the Agent or the Banks (or the Required Banks, as the case may be) may deem advisable from time to time, and (iii) any guarantee, right of offset or other collateral security at any time held by the Agent or any Bank for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any Bank shall have any obligation to protect, secure, perfect or insure any other lien at any time held by it as security for the Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the obligations and notice of or proof of reliance by the Agent or any Bank upon this Pledge Agreement. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Pledge Agreement, and all dealings between any Issuer and the Pledgor on the one hand, and the Agent and the Banks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Pledge Agreement. The Pledgor waives presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer with respect to the Obligations.

Section 14. LIMITATION ON DUTIES REGARDING COLLATERAL. The Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Agent deals with similar securities and property for its own account. Neither the Agent, any Bank nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or otherwise.

Section 15. NOTICES. Notices by the Agent to the Pledgor or any Issuer may be given to the Pledgor, or in the case of any Issuer, in care of the Pledgor, in accordance with the terms of the Credit Agreement.

Section 16. NO WAIVER; CUMULATIVE REMEDIES. Neither the Agent nor any Bank shall by any act (except by a written instrument pursuant to Section 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Agent or any Bank, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder, nor shall the exercise of any right or remedy on any one occasion be construed as a bar to any right or remedy which the Agent or such Bank would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Section 17. WAIVERS AND AMENDMENTS: SUCCESSORS AND ASSIGNS. None of the terms or provisions of this Pledge Agreement may be amended, supplemented or otherwise modified except by a written instrument executed by the Pledgor and the Agent, PROVIDED that any provision of this Pledge Agreement may be waived by the Agent in a letter or agreement executed by the Agent or by telex or facsimile transmission from the Agent. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Agent and the Banks and their respective successors and assigns.

Section 18. MISCELLANEOUS PROVISIONS.

(a) POWERS COUPLED WITH AN INTEREST. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and are powers coupled with an interest.

(b) SEVERABILITY. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction where such provision is valid and enforceable.

(c) INTEGRATION. This Pledge Agreement represents the agreement of the Pledgor with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agent or any Bank relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

(d) COUNTERPARTS. This Pledge Agreement may be executed and delivered by the parties hereto through the use of two or more original identical counterparts hereof, each of which

shall be deemed to be an original instrument and all of which shall be deemed to represent but one Pledge Agreement, fully binding upon and enforceable against the parties hereto.

Section 19. SUBMISSION TO JURISDICTION; WAIVERS. The Pledgor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Pledge Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the Courts of the State of Connecticut, the courts of the United States of America for the District of Connecticut, and appellate courts from any thereof; and

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered in Hartford, Connecticut as of the date first above written.

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL BURRELL
    -------------------------
    Name:  Paul Burrell
    Title: President

Accepted:

BANK OF BOSTON CONNECTICUT, as Agent

By: /s/ ROGER J. ROCHE, JR.
    --------------------------------
    Name:  Roger J. Roche, Jr.
    Title: Director

ISSUER ACKNOWLEDGMENT AND CONSENT

Each of the undersigned Issuers referred to in the foregoing Pledge Agreement hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to such Issuer. Each of the undersigned Issuers agrees to notify the Agent promptly in writing of the occurrence of any of the events described in
Section 5(a) of the Pledge Agreement with respect to such Issuer. Each of the undersigned Issuers further agrees that the terms of Section 9(c) of the Pledge Agreement shall apply to such Issuer, MUTATIS MUTANDIS, with respect to all actions that may be required of it under or pursuant to or arising out of
Section 9 of the Pledge Agreement.

CAPITAL STAFFING FUND, INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: President

OUTSOURCE FRANCHISING, INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: Assistans Secretary

SYNADYNE I, INC., F/K/A LABOR WORLD OF
HOUSTON, INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: Vice President

SYNADYNE II, INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: Vice President

SYNADYNE III, INC., F/K/A LABOR WORLD OF
AMERICA, INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: Vice President

SYNADYNE IV, INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: Vice President

SYNADYNE V, INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: Vice President

EMPLOYEES INSURANCE SERVICES, INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: President

OUTSOURCE INTERNATIONAL OF AMERICA,
INC.

By: /s/ PAUL BURRELL
    -------------------------------------
Name:  Paul Burrell
Title: President

                                                                      SCHEDULE A
                                                                    TO OI PLEDGE
                                                                       AGREEMENT

                          DESCRIPTION OF PLEDGED STOCK

                                                                    STOCK
PLEDGOR                 ISSUER                CLASS OF STOCK    CERTIFICATE NO.   NO. OF SHARES
-------                 ------                --------------    ---------------   -------------
OutSource               Capital Staffing       Common Stock            28              100
International, Inc.     Fund, Inc.

                        OutSource              Common Stock            34              100
                        Franchising, Inc.

                        Synadyne I, Inc.       Common Stock            23              100
                        Inc., f/k/a Labor
                        World of Houston,
                        Inc.

                        Synadyne II, Inc.      Common Stock            41              100

                        Synadyne III, Inc.,    Common Stock            22              100
                        f/k/a Labor World
                        of America, Inc.

                        Synadyne IV, Inc.      Common Stock            41              100

                        Synadyne V, Inc.       Common Stock            41              100

                        Employees              Common Stock            18              100
                        Insurance Services,
                        Inc.

                        OutSource              Common Stock            28              100
                        International of
                        America, Inc.

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

28 ****100****

CAPITAL STAFFING FUND, INC.

TOTAL AUTHORIZED ISSUE
10,000 SHARES PAR VALUE $1.00 EACH

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares

transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

    /s/ ROBERT LEFERT                       /s/ PAUL BURRELL
    ----------------------------------      ------------------------------------
    Secretary                               President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _____________________, One Hundred (100) shares of the Common Stock, par value $1.00 per share, of CAPITAL STAFFING FUND, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 28, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER ORGANIZED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

34 ****100****

OUTSOURCE FRANCHISING, INC.

TOTAL AUTHORIZED ISSUED
10,000 SHARES WITHOUT PAR VALUE

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

    /s/ [ILLEGIBLE]                         /s/ ROBERT LEFERT
    ----------------------------------      ------------------------------------
    Assistant Secretary                     President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _______________________, One Hundred (100) shares of the Common Stock, no par value per share, of OUTSOURCE FRANCHISING, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 34, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

23 ****100****

SYNADYNE I, INC.

TOTAL AUTHORIZED ISSUE
7,500 SHARES PAR VALUE $1.00 EACH

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

    /s/ ROBERT LEFERT                       /s/ PAUL BURRELL
    ----------------------------------      ------------------------------------
    Assistant Secretary                     Vice President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _____________________, One Hundred (100) shares of the Common Stock, par value $1.00 per share, of SYNADYNE I, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 23, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

41 ****100****

SYNADYNE II, INC.

TOTAL AUTHORIZED ISSUE
10,000 SHARES WITHOUT PAR VALUE

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

    /s/ ROBERT LEFERT                       /s/ PAUL BURRELL
    ----------------------------------      ------------------------------------
    Assistant Secretary                     Vice President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _____________________, One Hundred (100) shares of the Common Stock, no par value per share, of SYNADYNE II, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 41, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

22 ****100****

SYNADYNE III, INC.

TOTAL AUTHORIZED ISSUE
10,000 SHARES PAR VALUE $1.00 EACH

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

    /s/ ROBERT LEFERT                       /s/ PAUL BURRELL
    ----------------------------------      ------------------------------------
    Assistant Secretary                     Vice President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _____________________, One Hundred (100) shares of the Common Stock, par value $1.00 per share, of SYNADYNE III, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 22, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

41 ****100****

SYNADYNE IV, INC.

TOTAL AUTHORIZED ISSUE
10,000 SHARES WITHOUT PAR VALUE

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

    /s/ ROBERT LEFERT                       /s/ PAUL BURRELL
    ----------------------------------      ------------------------------------
    Assistant Secretary                     Vice President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _____________________, One Hundred (100) shares of the Common Stock, no par value per share, of SYNADYNE V, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 41, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

18 ****100****

EMPLOYEES INSURANCE SERVICES, INC.

10,000 SHARES OF COMMON STOCK, WITHOUT NOMINAL OR PAR VALUE

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares
OF THE COMMON STOCK, FULLY-PAID AND NONASSESSABLE
transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

    /s/ ROBERT LEFERT                       /s/ PAUL BURRELL
    ----------------------------------      ------------------------------------
    Secretary                               President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _____________________, One Hundred (100) shares of the Common Stock, no par value per share, of EMPLOYEES INSURANCE SERVICES, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 18, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

41 ****100****

SYNADYNE V, INC.

TOTAL AUTHORIZED ISSUE
10,000 SHARES WITHOUT PAR VALUE

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares
of the Common Stock of the Corporation, fully-paid and nonassessable and transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

/s/ /s/ ROBERT LEFERT                       /s/ PAUL BURRELL
    ----------------------------------      ------------------------------------
    Assistant Secretary                     Vice President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _____________________, One Hundred (100) shares of the Common Stock, no par value per share, of SYNADYNE IV, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 41, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

SEE RESTRICTIVE LEGEND ON REVERSE

NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA

17 **100.00**

OUTSOURCE INTERNATIONAL OF AMERICA, INC.

AUTHORIZED CAPITAL STOCK

10,000 SHARES OF COMMON STOCK, PAR VALUE $.01

THIS CERTIFIES THAT OUTSOURCE INTERNATIONAL, INC. is the registered holder of ****ONE HUNDRED (100)**** Shares
of the common stock, fully-paid and nonassessable transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunder

affixed this 21 day of February A.D. 1997

    /s/ ROBERT LEFERT                       /s/ PAUL BURRELL
    ----------------------------------      ------------------------------------
    Secretary                               President

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ENCUMBERED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER EVERY APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER THOSE LAWS IS NOT REQUIRED.

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

STOCK POWER

FOR VALUE RECEIVED, OutSource International, Inc., hereby sells, assigns and transfers unto _____________________, One Hundred (100) shares of the Common Stock, par value $.01 per share, of OUTSOURCE INTERNATIONAL OF AMERICA, INC., a Florida corporation (the "Corporation"), standing in the name of the undersigned on the books of the Corporation, represented by Certificate No. 17, and does hereby irrevocably constitute and appoint __________________ attorney to transfer said stock on the books of the Corporation with full power of substitution in the premises.

Dated: _______________________________

OUTSOURCE INTERNATIONAL, INC.

By: /s/ PAUL M. BURRELL
    -----------------------------------
    Paul M. Burrell, President

EXHIBIT 10.21

OI SECURITY AGREEMENT

THIS OI SECURITY AGREEMENT, dated as of February 21, 1997, made by OUTSOURCE INTERNATIONAL, INC., a Florida corporation ("OI"), in favor of BANK OF BOSTON CONNECTICUT, a bank organized under the laws of the state of Connecticut, as agent (the "Agent") for the benefit of the Agent and the ratable benefit of the banks and financial institutions (the "Banks") that from time to time are parties to the Credit Agreement (as hereinafter defined).

1. DEFINITIONS

"ACCOUNT DEBTOR" means a Person who is obligated on a Receivable.

"ACCOUNTS RECEIVABLE COLLECTION ACCOUNT" means a commercial Deposit Account maintained by OI with the Agent, without liability by the Agent to pay interest thereon, from which account the Agent shall have the exclusive right to withdraw funds until all Obligations are paid, performed, and observed in full.

"AFFILIATE"shall have the meaning ascribed to it in the Credit Agreement.

"AGENT" shall have the meaning ascribed to it in the Credit Agreement.

"AGREEMENT" means this Agreement, including all Schedules hereto, and all amendments, modifications and supplements hereto and thereto and restatements hereof and thereof.

"AGREEMENT DATE" means the date on which this Agreement is dated.

"BENEFIT PLAN" means an employee benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which a Person or any Commonly Controlled Entity is, or within the immediately preceding 6 years was, an "employer" as defined in Section 3(5) of ERISA, including such plans as may be established after the Agreement Date.

"CASH SECURITY" means all cash, Instruments, Deposit Accounts, and other cash equivalents, whether matured or unmatured, whether collected or in the process of collection, upon which OI presently has or may hereafter have any claim (other than items which are held in trust by OI for a third party), that are presently or may hereafter be existing or maintained with, issued by, drawn upon, or in the possession of the Agent and/or the Banks, or which the Agent and/or any Bank is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or any of the Loan Documents.

"CHATTEL PAPER" shall mean, with respect to the Collateral, (a) any chattel paper, and (b) any writing or writings which evidence both a monetary obligation and a security interest in or a lease of specific Goods. If a transaction relating to the Collateral is evidenced both by such an

agreement for security or a lease and by an Instrument or a series of Instruments, the group of writings taken together constitutes Chattel Paper.

"CODE" shall have the meaning ascribed to it in the Credit Agreement.

"COLLATERAL" means and includes all of OI's right, title and interest in and to each of the following, wherever located and whether now or hereafter existing or now owned or hereafter acquired or arising:

(a) all Receivables,

(b) all Inventory,

(c) all Equipment,

(d) all Contract Rights,

(e) all General Intangibles,

(f) all Deposit Accounts,

(g) all Cash Security,

(h) all mortgages, deeds to secure debt and deeds of trust on real or personal property, guaranties, leases, security agreements and other agreements and property which secure or relate to any Receivable or other Collateral or are acquired for the purpose of securing and enforcing any item thereof,

(i) all documents of title, policies and certificates of insurance, securities, Chattel Paper and other Documents and Instruments evidencing or pertaining to any and all items of Collateral,

(j) all files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the Collateral or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof,

(k) any and all products and cash and non-cash Proceeds of the foregoing (including, but not limited to, any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all of the Collateral or for Proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including, but not limited to, cash,

negotiable instruments and other instruments for the payment of money, Chattel Paper, security agreements and other documents.

"COMMONLY CONTROLLED ENTITY" shall have the meaning ascribed to it in the Credit Agreement.

"CONTRACT RIGHTS" means and includes, as to any Person, all of such Person's then owned or existing and future acquired or arising rights under contracts not yet earned by performance and not evidenced by an instrument or chattel paper, to the extent that the same may lawfully be assigned.

"CREDIT AGREEMENT" means the Credit Agreement dated of even date herewith executed by and among OI, the Agent and the Banks, as the same may hereafter be amended, modified, supplemented or restated from time to time

"DEFAULT" shall have the meaning ascribed to it in the Credit Agreement.

"DEPOSIT ACCOUNT" means (a) any deposit account, (b) any demand, time, savings, passbook, or a similar account maintained with a bank, savings and loan association, credit union, or similar organization, other than an account evidenced by a certificate of deposit that is an instrument under the UCC.

"DOCUMENT" shall mean, with respect to the Collateral, (a) any document, (b) any document of title, including a bill of lading, dock warrant, dock receipt, warehouse receipt, or order for the delivery of Goods, and any other document which in the regular course of business or financing is treated as adequately evidencing that the Person in possession of it is entitled to receive, hold, and dispose of the document and the Goods it covers, and (c) any receipt covering Goods stored under a statute requiring a bond against withdrawal or requiring a license for the issuance of receipts in the nature of warehouse receipts even though issued by a Person who is the owner of the Goods and is not a warehouseman.

"ERISA" shall have the meaning ascribed to it in the Credit Agreement.

"EQUIPMENT" means and includes, as to any Person, all of such Person's then owned or existing and future acquired or arising machinery, apparatus, equipment, motor vehicles, tractors, trailers, rolling stock, fittings, fixtures and other tangible personal property (other than Inventory) of every kind and description used in such Person's business operations or owned by such Person or in which such Person has an interest and all parts, accessories and special tools and all increases and accessions thereto and substitutions and replacements therefor.

"EVENT OF DEFAULT" shall have the meaning ascribed to it in the Credit Agreement.

"FINANCING STATEMENTS" means the Uniform Commercial Code financing statements executed and delivered by OI to the Agent, naming the Agent (for the benefit of the Agent and the

ratable benefit of the Banks that from time to time are parties to the Credit Agreement) as secured party and OI as debtor, in connection with this Agreement.

"FRANCHISEE" means a Person providing temporary personnel and related services under a LABOR WORLD(R) or OFFICE OURS(R) franchise from OutSource Franchising, Inc.

"FRANCHISEE FUNDING RECEIVABLES" means and includes, as to OI, all of OI's now owned or existing and future acquired or arising rights to payment from Franchisees arising from OI's providing financing of Franchisees' payroll, payroll tax and other obligations (whether classified under the UCC as accounts, contract rights, chattel paper, general intangibles or otherwise), and all cash and non-cash Proceeds thereof.

"GENERAL INTANGIBLES" means, as to any Person, all of such Person's then owned or existing and future acquired or arising general intangibles, choses in action and causes of action and all other intangible personal property of such Person of every kind and nature (other than Receivables), including, without limitation, Intellectual Property, corporate or other business records, inventions, designs, blueprints, plans, specifications, trade secrets, goodwill, computer software, customer lists, registrations, licenses, franchises, tax refund claims, reversions or any rights thereto and any other amounts payable to such Person from any Benefit Plan, Multiemployer Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and Proceeds thereof, property, casualty or any similar type of insurance, including errors and omissions insurance, and any Proceeds thereof, Proceeds of insurance covering the lives of key employees on which said Person is beneficiary and any letter of credit, guarantee, claims, security interest or other security held by or granted to such Person to secure payment by an Account Debtor of any of the Receivables.

"GOODS" means (a) any goods, and (b) all things which are movable at the time the security interest granted under this Agreement attaches or which are fixtures but does not include money, Instruments, Documents, Receivables, Chattel Paper and Contract Rights.

"INSTRUMENT" means:

(a) any instrument relating to or evidencing the Collateral,

(b) any negotiable or nonnegotiable instrument (including, without limitation, drafts, checks, acceptances, certificates of deposit, and notes) relating to or evidencing the Collateral, and

(c) any other writing relating to or evidencing the Collateral which:

(1) evidences a right to the payment of money,

(2) is not itself a security agreement or lease, and

is of a type which in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment.

"INTELLECTUAL PROPERTY" means, as to any Person, all of such Person's then owned existing and future acquired or arising patents, patent rights, copyrights, works which are the subject of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations and continuations-in-part of any of the foregoing and all rights to sue for past, present and future infringements of any of the foregoing.

"INVENTORY" means and includes, as to any Person, all of such Person's then owned or existing and future acquired or arising (a) Goods intended for sale or lease or for display or demonstration or furnished or to be furnished under contracts of service, (b) all Goods that are work in process, (c) all Goods that are raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of goods or otherwise used or consumed in the conduct of business, (d) documents evidencing and general intangibles relating to any of the foregoing and (e) all substitutes and replacements for, and parts, accessories, additions, attachments, or accessions to (a) through (d) above.

"LIEN"shall have the meaning ascribed to it in the Credit Agreement.

"LOAN DOCUMENTS" shall have the meaning ascribed to it in the Credit Agreement.

"LOCATION" means the location of:

(a) OI's place of business, if there is only one such place of business, or

(b) if there is more than one place of business, the place (1) from which OI manages the main part of its business operations, and (2) where Persons dealing with OI would normally look for credit information.

"MATERIAL ADVERSE EFFECT" shall have the meaning ascribed to it in the Credit Agreement.

"MULTIEMPLOYER PLAN" shall have the meaning ascribed to it in the Credit Agreement.

"OBLIGATIONS" means, at any time, all obligations and undertakings of OI under and in respect of the Credit Agreement, including, without limitation, OI's obligations and undertakings with respect to the payment of the principal of, and interest on, each Revolving Credit Note, all of OI's Reimbursement Obligations, any and all Related Expenses incurred by the Agent and all other amounts payable, and all other indebtedness owed, by OI under each of the Loan Documents.

"OI" shall have the meaning ascribed to it in the Credit Agreement.

"PBGC" shall have the meaning ascribed to it in the Credit Agreement.

"PERSON" shall have the meaning ascribed to it in the Credit Agreement.

"PROCEEDS" means, with respect to the Collateral, (a) any proceeds of the Collateral, and (b) whatever is received upon the sale, exchange, collection, or other disposition of Collateral or proceeds, whether cash or non-cash. Cash Proceeds include, without limitation, moneys, checks, and Deposit Accounts. Proceeds includes, without limitation, any insurance payable by reason of loss or damage to the Collateral, and any return or unearned premium upon any cancellation of insurance. Except as expressly authorized in this Agreement, the Agent's and the Banks' right to Proceeds specifically set forth herein or indicated in any financing statement shall never constitute an express or implied authorization on the part of the Agent or the Banks to OI's sale, exchange, collection, or other disposition of any or all of the Collateral.

"RECEIVABLES" means and includes, as to any Person, all of such Person's then owned or existing and future acquired or arising (a) rights to the payment of money or other forms of consideration of any kind (whether classified under the UCC as accounts, contract rights, chattel paper, general intangibles or otherwise) including, but not limited to, accounts receivable, Royalty Receivables, Franchisee Funding Receivables, letters of credit and the right to receive payment thereunder, chattel paper, tax refunds, insurance proceeds, Contract Rights, notes, drafts, instruments, documents, acceptances and all other debts, obligations and liabilities in whatever form from any Person and guaranties, security and Liens securing payment thereof, (b) Goods and other property, whether now owned or hereafter acquired, and whether sold, delivered, undelivered, in transit or returned, which may be represented by, or the sale or lease of which may have given rise to, any such right to payment or other debt, obligation or liability, and (c) cash and non-cash Proceeds of any of the foregoing.

"RELATED EXPENSES" means any and all costs, liabilities, and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorneys' fees, legal expenses, judgments, suits, and disbursements) incurred by, imposed upon, or asserted against the Agent (other than costs, liabilities and expenses incurred by the Agent as a result of gross negligence or willful misconduct by the Agent) in any attempt by the Agent:

(a) to obtain, preserve, perfect, or enforce the security interest evidenced by (i) this Agreement, or (ii) any other pledge agreement, mortgage deed, hypothecation agreement, guaranty, security agreement, assignment, or security instrument executed or given by OI to or in favor of the Agent and the Banks,

(b) to obtain payment, performance, and observance of any and all of the Obligations,

(c) to maintain, insure, collect, preserve, or upon any Event of Default, repossess and dispose of any of the Collateral, or

(d) incidental or related to (a) through (c) above, including, without limitation, interest thereupon from the date incurred, imposed, or asserted until paid at the rate payable upon each Revolving Credit Note, but in no event greater than the highest rate permitted by law.

"REVOLVING CREDIT NOTE" means the Revolving Credit Note as defined in the Credit Agreement, including any partial or total amendment, renewal, restatement, extension, or substitution of or for such Revolving Credit Note.

"ROYALTY RECEIVABLES" means and includes, as to OI, any indebtedness owed to OI and any right of OI to payment or performance from any other Person (whether such indebtedness or right is now existing or hereafter created and whether or not yet earned by any performance by OI and regardless of how such indebtedness or right might be evidenced or documented), for or in connection with the granting or authorizing by OI of any right, permission or license to use or continue using any franchise or any tradename, trademark, servicemark, copyrighted or otherwise protected material, or other similar rights held wholly or partly by OI, including, without limitation, any right, permission or license to use or continue using goods marked with any such name or mark or embodying any such copyrighted or otherwise protected material, and including all "accounts," "general intangibles," "instruments," "security," "promissory notes," "documents," and "chattel paper" (as such terms are defined in the Connecticut Uniform Commercial Code) evidencing, embodying, or derived from any of the foregoing, and all cash or non-cash Proceeds thereof.

"SUBSIDIARY" shall have the meaning ascribed to it in the Credit Agreement.

"TRADEMARK ASSIGNMENT" means the Trademark Security Agreement dated of even date herewith among OI, OutSource Franchising, Inc., and the Agent, with respect to certain trademarks, trademark applications and related property owned by OI and OutSource Franchising, Inc., as the same may hereafter be amended, modified, supplemented or restated from time to time.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Connecticut. The terms "accounts," "chattel paper," "documents," "equipment," "instruments," "general intangibles" and "inventory," as and when used (without being capitalized) in this Agreement shall have the meanings given those terms in the UCC.

2. SECURITY INTEREST IN COLLATERAL

In consideration of and as security for the full and complete payment, performance, and observance of all Obligations, OI hereby pledges and assigns all of the Collateral to the Agent (for the ratable benefit of the Agent and the Banks) and grants to the Agent (for the ratable benefit of the Agent and the Banks) a continuing security interest in, and a continuing Lien upon, all of the Collateral, and any and all property of OI now or hereafter in the possession of or pledged or assigned to the Agent, and all products, replacements and Proceeds of, and accessions and additions to, any of the foregoing.

3. WARRANTIES

OI represents and warrants to the Agent and the Banks (which representations and warranties shall survive the execution of the Credit Agreement, the delivery of each Revolving Credit Note, and the extension of credit) that:

(a) OI is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the power and authority to own it properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which failure to be so qualified and authorized would have a Material Adverse Effect and is subject to taxation as a C Corporation under the Code;

(b) the execution, delivery, and performance hereof are within OI's corporate powers, have been duly authorized, and are not in contravention of law or the terms of OI's articles or certificate of incorporation, by-laws, or regulations, or of any indenture, agreement, or undertaking to which OI is party or by which it is or may be bound;

(c) except for any security interest granted to or in favor of the Agent and the Banks and except for any security interest permitted by the terms of the Credit Agreement, OI is, and as to Collateral to be acquired after the date hereof will be, the owner of the Collateral free from any claim, lien, encumbrance, or security interest of any type, and OI agrees that it will defend, at its sole expense, the Collateral against all other claims and demands of all Persons at any time claiming the same or any interest therein;

(d) the office where OI keeps all of its records pertaining to its Receivables is located at 1144 East Newport Center Drive, Deerfield Beach, Florida 33442;

(e) subject to any limitation stated herein or in connection herewith, all information furnished to the Agent concerning OI or the Collateral, is or will be at the time such information is furnished, accurate and correct in all material respects and complete insofar as is necessary to give the Agent true and accurate knowledge of the subject matter;

(f) OI is the lawful owner of and has full and unqualified right to transfer a security interest in all of the Collateral to the Agent. Such Collateral is not, and will not, so long as OI has any Obligations to the Agent, be subject to any financing statement, encumbrance, claim, lien, or security interest of any type except any granted to or in favor of the Agent and except as permitted by the terms of the Credit Agreement;

(g) Each Benefit Plan is in substantial compliance with ERISA, and neither OI nor any Commonly Controlled Entity has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a

Multiemployer Plan has been, or is expected by OI to be, incurred by OI or any Commonly Controlled Entity;

(h) OI is solvent, having assets of a fair value which exceed the amount required to pay its debts (including contingent, subordinated, unmatured and unliquidated liabilities) as they become absolute and matured, and OI is able to and anticipates that it will be able to meet its debts as they mature and has adequate capital to conduct the business in which it is or proposes to be engaged;

(i) During the one-year period preceding the Agreement Date, OI has not been known as or used any corporate or fictitious name other than the corporate name of OI on the Agreement Date, except for those listed in Schedule 3.1, attached hereto. All trade names or styles under which OI creates Receivables, or to which instruments in payment of Receivables are made payable, are listed in Schedule 3.2, attached hereto;

(j) OI's principal place of business, chief executive office and other places of business are located at the addresses set forth on Schedule 3.3, attached hereto. The location of OI's Equipment is also indicated on Schedule 3.3. OI's chief executive office, its other places of business, and the location of its Inventory and Equipment will be and remain located only at the foregoing location(s) unless relocated in compliance with Section 4(c) below;

(k) OI has duly executed and delivered the Trademark Assignment to the Agent;

(l) OI at the present time maintains no inventory at any Location; and

(m) Except for OutSource Franchising, Inc., neither OI nor any Subsidiary of OI grant franchises or have done so in the past. In the case of OutSource Franchising, Inc., LABOR WORLD(R) and OFFICE OURS(R) are the only trademarks that are or have been licensed for use by franchisees.

4. COVENANTS

OI undertakes, covenants, and agrees that, until the full and complete payment, performance, and observance of all Obligations, OI:

(a) shall provide the Agent with at least thirty (30) days prior written notification of:

(1) any change in any location where OI's Inventory or Equipment is maintained, and any new locations where OI's Inventory or Equipment is to be maintained,

(2) any change in the location of the office where OI's records pertaining to its Receivables are kept,

(3) the location of any new places of business and the changing or closing of any of its existing places of business,

(4) any change in the location of OI's chief executive office,

(5) any change in OI's name, and

(6) any change in OI's Location;

PROVIDED, HOWEVER, that anything herein to the contrary notwithstanding, (A) with respect to location openings and closings, OI may satisfy the requirement of this subsection with respect to such locations, by submitting to the Agent, on a quarterly basis, a list of all locations opened and closed, and (B) with respect to moving either Collateral or Equipment from location to location, no notice need be provided pursuant to this subsection so long as either (i) OI, or a Subsidiary, as the case may be, executes and delivers to the Agent a UCC financing statement appropriate for filing to perfect the Agent's security interest in the Collateral in its new location, or (ii) the Agent has previously filed a UCC financing statement which perfects the Agent's security interest in the Collateral in its new location.

(b) shall promptly pay and discharge before they become delinquent, all taxes, assessments, and governmental charges of every kind and nature that have been lawfully levied, assessed, or imposed upon OI or its properties including the use thereof, or any of the Obligations, which, if unpaid, would become Liens against its assets, including, without limitation, all sums due and owing any taxing authority for income and other taxes withheld from the wages and salaries of its employees, except to the extent OI is reasonably contesting in good faith any such tax, assessment, or charge with an adequate reserve provided therefor;

(c) shall at all reasonable times allow the Agent by or through any of its officers, agents, employees, attorneys, or accountants to:

(1) examine, inspect, and make extracts from OI's books and other records,

(2) examine and inspect OI's Collateral wherever located, and

(3) arrange for verification of OI's Receivables, under reasonable procedures;

(d) shall promptly deliver to the Agent upon reasonable request:

(1) additional information and statements with respect to the Collateral,

(2) OI's Instruments, Chattel Paper, Documents, and any other writings relating to or evidencing any of OI's Receivables (including, without limitation, computer printouts or typewritten reports listing the current mailing address of all present Account Debtors), and

(3) any other writings and information the Agent may reasonably request;

(e) shall upon request of the Agent promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, and

instruments as the Agent may reasonably require, including, without limitation, Financing Statements, so as to completely vest in, perfect and ensure to the Agent its rights hereunder and in and to the Collateral, including, without limitation, such actions or items that may be appropriate due to changes in applicable laws after the date hereof, to evidence or to perfect the security interests granted to the Agent hereunder;

(f) hereby authorizes the Agent or the Agent's designated agent (but without obligation by the Agent to do so) to incur Related Expenses (whether prior to, upon, or subsequent to any Event of Default), and OI shall promptly repay, reimburse, and indemnify the Agent for any and all Related Expenses. As long as no Default or Event of Default exists, the Agent agrees to give OI periodic reports of the Related Expenses subject to reimbursement under this subsection;

(g) shall not, without the prior written consent of the Agent, pledge, grant a security interest, or otherwise voluntarily place any Lien upon any Collateral except any security interest granted to or in favor of the Agent and the Banks and except as permitted by the terms of the Credit Agreement; and

(h) shall not use any Collateral in violation of any applicable statute, ordinance, or regulation.

5. COLLECTION AND RECEIPT OF PROCEEDS

(a) Upon the occurrence and continuance of any Event of Default and after written notification thereof to OI, the Agent or the Agent's designated agent shall have the right and power (as OI's hereby constituted and appointed attorney-in-fact), which, being coupled with an interest, shall remain irrevocable until all Obligations are fully and completely paid, performed, and observed, at any time to:

(1) notify the Account Debtors on any or all of OI's Receivables of the Agent's security interest in and assignment of those Receivables upon which the respective Account Debtors are liable, and to request from such Account Debtors, in the Agent's name or in OI's name, information concerning the Receivables and amounts owing thereon,

(2) notify and require the Account Debtors on any or all of OI's Receivables to make payment upon such Receivables directly to the Agent,

(3) receive, retain, acquire, take, endorse, assign, deliver, accept, and deposit, in the Agent's name or OI's name, any and all of OI's cash, Instruments, Chattel Paper, Documents, cash and non-cash Proceeds, collections of Receivables, and any other such writings relating to any of the Collateral

theretofore collected, received or retained by OI pursuant to Subsection 5(b) below or thereafter collected, received, or retained by OI,

(4) exercise any and all of the rights granted the Agent in Subsections 5(c) and 5(d) below, and

(5) take such other action with respect to any or all of the Collateral, in such manner and at such times, as the Agent may deem advisable, including, without limitation, the following:
collection, legal proceedings, compromises, settlements, adjustments, extensions, postponements, exchanges, releases, and sales.

(b) Except as otherwise provided in Subsections 5(a), 5(c), or 5(d), upon the occurrence and continuance of an Event of Default, OI is authorized (1) to collect and enforce, by all lawful means, all of OI's Receivables, and (2) to receive and retain, by all lawful means, any and all Proceeds. OI shall hold, as trustee upon an express trust for the Agent as beneficiary thereof, all such lawful collections of Receivables and all such Proceeds received by OI. Any costs, liabilities, or expenses incurred by OI in the collection or enforcement of such Receivables, and in the receipt of Proceeds shall be borne solely by OI. OI as trustee shall not commingle such collections of Receivables and such Proceeds with any other property not held in trust for the Agent; any property held or commingled with such collections of Receivables such Proceeds is hereby conclusively established between OI and the Agent to be collections of Receivables and Proceeds.

(c) With respect to OI's Instruments, Documents, and Chattel Paper:

(1) Upon the Agent's written request, OI shall immediately deliver or cause to be delivered to the Agent all of OI's Instruments, Chattel Paper, and Documents, appropriately endorsed either, at the Agent's option, (i) to the Agent's order, without limitation or qualification, or (ii) for deposit in the Accounts Receivable Collection Account. The Agent, or the Agent's designated agent, is hereby constituted and appointed OI's attorney-in-fact with authority and power to so endorse any and all Instruments, Documents, and Chattel Paper upon OI's failure to do so. Such authority and power, being coupled with an interest, shall be (i) irrevocable until all Obligations are paid, performed, and observed in full, (ii) exercisable by the Agent at any time and without any request upon OI by the Agent to so endorse, and (iii) exercisable in the Agent's name or OI's name;

(2) OI hereby waives presentment, demand, notice of dishonor, protest, notice of protest, and any and all other similar notices with respect thereto, regardless of the form of any endorsement thereof;

(3) The Agent shall not be bound or obligated to take any action to preserve any rights therein against any prior parties thereto.

(d) Upon the occurrence and continuance of any Event of Default and after the Agent's written notification thereof to OI: (i) the lawful collection and enforcement of all of OI's Receivables and the lawful receipt and retention by OI of all Proceeds shall be as agent for the Agent and the Banks; (ii) all such collections and Proceeds shall be remitted daily by OI to the Agent in the form in which they are received by OI, either by mailing or by delivering such collections and Proceeds to the Agent, appropriately endorsed for deposit in the Accounts Receivable Collections Account. The Agent may, in its sole discretion, at any time and from time to time, apply all or any portion of the collected balance in the Accounts Receivable Collections Account allowing three (3) days for collection and clearance of remittances as a credit against OI's outstanding Obligations. If any remittance shall be dishonored, or if, upon final payment, any claim with respect thereto shall be made against the Agent on its warranties of collection, the Agent may charge the amount of such item against the Accounts Receivable Collections Account or any other Deposit Account maintained by OI with the Agent, and, in any event, retain same and OI's interest therein as additional security for the Obligations. The Agent may, in its sole discretion, at any time and from time to time, release funds from the Accounts Receivable Collections Account to OI for use in OI's business. The balance in the Accounts Receivable Collections Account may be withdrawn by OI upon termination of this Agreement in accordance with Subsection 9(d). Upon the occurrence and continuance of any Event of Default and after the Agent's written request, OI will cause all remittances representing all collections and all Proceeds to be mailed to a lock box in Hartford, Connecticut (or such other location designated by the Agent) to which the Agent shall have access for the processing of such items in accordance with the provisions, terms, and conditions of the Agent's customary lock box agreement.

6. INSURANCE

OI shall at all times maintain insurance upon its Collateral through insurance policies in such form, written by such companies, in such amounts, for such period, and against such risks as may be acceptable to the Agent, with provisions satisfactory to the Agent for payment of all losses thereunder to the Agent and OI as their interests may appear (including a loss payable endorsement in favor of the Agent), and, if required by the Agent, OI will deposit the policies with the Agent. Any such policies of insurance shall provide for no less than ten (10) days prior written cancellation notice to the Agent. Any sums exceeding $100,000.00 received by the Agent in payment of insurance losses, returns, or unearned premiums under the policies, and, during the existence of a Default or Event of Default, all sums, may, at the option of the Agent, be applied upon any Obligation whether or not the same is then due and payable, or may be delivered to OI for the purpose of replacing, repairing, or restoring its Inventory. OI hereby assigns to the Agent any return

of unearned premiums which may be due upon cancellation of any such policies for any reason and directs the insurers to pay Agent any amount so due. The Agent, or the Agent's designated agent, is hereby constituted and appointed OI's attorney-in-fact (either in the name of OI or in the name of the Agent) to make adjustments of all insurance losses, sign all applications, receipts, releases, and other papers necessary for the collection of any such loss, and any return of unearned premium, execute proof of loss, make settlements, and endorse and collect all Instruments payable to OI or issued in connection therewith. Notwithstanding any action by the Agent hereunder, any and all risk of loss or damage to OI's Collateral to the extent of any and all deficiencies in the effective insurance coverage thereof is hereby expressly assumed by OI.

7. EVENT OF DEFAULT

Upon the occurrence of any Event of Default as such term is defined in the Credit Agreement, any and all Obligations shall, at the option of the Agent and notwithstanding any period of time permitted or allowed by any writing evidencing an Obligation, become immediately due and payable without notice, demand, protest, or presentment, all of which are hereby expressly waived by OI.

8. RIGHTS AND REMEDIES UPON EVENT OF DEFAULT

Upon the occurrence of any Event of Default and at all times thereafter, the Agent shall have the rights and remedies of a secured party under the Connecticut Uniform Commercial Code in addition to the rights and remedies provided elsewhere within this Agreement or in any other writing executed by OI. The Agent may require OI to assemble the Collateral and make it available to the Agent at a reasonably convenient place to be designated by the Agent. Unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market, the Agent will give OI reasonable notice of the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed (deposited for delivery, postage prepaid, by U.S. mail) to either, at the Agent's option, (1) OI's Location (as modified by any change therein which OI has supplied in writing to the Agent) or (2) OI's address at which the Agent customarily communicates with OI, at least ten (10) days before the time of the public sale or the time after which any private sale or other intended disposition thereof is to be made. At any such public or private sale, the Agent may purchase the Collateral. After deduction for the Agent's Related Expenses, the residue of any such sale shall be applied in satisfaction of the Obligations in such order of preference as the Agent may determine. Any excess, to the extent permitted by law, shall be paid to OI, and OI shall remain liable for any deficiency.

9. GENERAL

(a) If any provision, term, or portion, of this Agreement, (including, without limitation, (1) any indebtedness, obligation, liability, contract, agreement, indenture, warranty, covenant, guaranty, representation, or condition of this Agreement made, assumed, or entered into, (2) any act or action taken under this Agreement, or (3) any

application of this Agreement) is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any other such provision, term, or portion of this Agreement, each of which shall be construed and enforced as if such illegal or invalid provision, term, or portion were not contained in this Agreement. Any illegality or invalidity of any application of this Agreement shall not affect any legal and valid application of this Agreement, and each provision, term, and portion of this Agreement shall be deemed to be effective, operative, made, entered into, or taken in the manner and to the full extent permitted by law.

(b) The Agent shall not be deemed to have waived any of the Agent's rights hereunder or under any other writing executed by OI unless such waiver be in writing and signed by the Agent. No delay or omission on the part of the Agent in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All of the Agent's rights and remedies, whether evidenced hereby or by any other writing shall be cumulative and may be exercised singularly or concurrently. Any written demands, written requests, or written notices to OI that the Agent may elect to give shall be effective when deposited for delivery, postage prepaid, by U.S. mail, and addressed either, at the Agent's option, to (l) OI's Location (as modified by any change therein which OI has supplied in writing to the Agent) or (2) OI's address at which the Agent customarily communicates with OI. If at any time or times, by assignment or otherwise, the Agent transfers any of the Obligations or any part of the Collateral to another Person, such transfer shall carry with it the Agent's powers and rights under this Agreement with respect to the Obligation or Collateral so transferred and the transferee shall have said powers and rights, whether or not they are specifically referred to in the transfer. To the extent that the Agent retains any of the Obligations or any part of the Collateral, the Agent will continue to have the rights and powers herein set forth with respect thereto.

(c) The laws of the State of Connecticut, without regard to principles of conflict of laws, shall govern the construction of this Agreement and the rights and duties of the parties hereto. This Agreement contains the entire agreement between the parties hereto and no oral agreement shall be binding. OI agrees that the Agent may make a photocopy of this Agreement in the ordinary course of business and such photocopy may be used in place of the original of this Agreement. A carbon, photographic or other reproduction of this Agreement may be used as a financing statement. This Agreement shall be binding upon and inure to the benefit of OI and the Agent and their respective successors and assigns. The rights and powers herein given to the Agent are in addition to those otherwise created or existing in the same Collateral by virtue of other agreements or writings.

(d) OI hereby releases the Agent from and agrees to indemnify and hold harmless the Agent, and its officers, agents, and employees from any and all claims of OI or any other Person for damage or loss caused by any act or acts hereunder or in furtherance

hereof whether by omission or commission, and whether based upon any error of judgment or mistake of law or fact (except gross negligence or willful misconduct) on the part of the Agent, or its officers, agents, and employees.

(e) The Agent has the right, in addition to all other rights and remedies available to it, to set off at any time the unpaid balance of each Revolving Credit Note and any other Obligations against any indebtedness owing to OI by the Agent, including, without limitation, all Cash Security.

(f) OI will cooperate with the Agent in order to fill in all blank spaces herein, to correct patent errors herein, to complete or correct the description of the Collateral, and to fill in any missing date on this Agreement.

10. SUBMISSION TO JURISDICTION; WAIVERS. OI hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Security Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the Courts of the State of Connecticut, the courts of the United States of America for the District of Connecticut, and appellate courts from any thereof; and

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead the same.

OI, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE AGENT AND OI ARISING OUT OF, IN CONNECTION WITH, RELATING TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE, GUARANTEE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

OI:                        OUTSOURCE INTERNATIONAL, INC.,



                           By: /s/ PAUL BURRELL
                               ---------------------------------
                                 Name: Paul Burrell
                                 Title: President


AGENT:                     BANK OF BOSTON CONNECTICUT



                           By: /s/ ROGER J. RODE, JR.
                               -----------------------------------
                                 Name: Roger J. Rode, Jr.
                                 Title: Director

SCHEDULE 3.1

TRADE NAMES

Labor World
Office Ours
Payroll Partners

SCHEDULE 3.2

ALL TRADE NAMES OR STYLES UNDER WHICH OI CREATES RECEIVABLES,
OR TO WHICH INSTRUMENTS IN PAYMENT OF RECEIVABLES ARE MADE PAYABLE

Labor World
Office Ours
Payroll Partners

SCHEDULE 3.3

PRINCIPAL PLACE OF BUSINESS OF OI:

1144 East Newport Center Drive
Deerfield Beach, FL 33487

LOCATION OF OI'S CHIEF EXECUTIVE OFFICE:

1144 East Newport Center Drive
Deerfield Beach, FL 33487

LOCATIONS OF OI'S OTHER PLACES OF BUSINESS:

See attached summary of leased locations on Attachment "A".

LOCATION(S) OF OI'S INVENTORY: NONE

LOCATION(S) OF OI'S EQUIPMENT:

Miscellaneous owned equipment, approximately 250,000, at leased locations in Attachment "A".

EXHIBIT 10.22

SUBSIDIARY SECURITY AGREEMENT

THIS SUBSIDIARY SECURITY AGREEMENT, dated as of February 21, 1997, made by each of the corporations that are signatories hereto (individually, a "Subsidiary" and collectively, the "Subsidiaries") in favor of BANK OF BOSTON CONNECTICUT, a bank organized under the laws of the State of Connecticut, as agent (the "Agent") for the benefit of the Agent and the ratable benefit of the banks and financial institutions (the "Banks") that from time to time are parties to the Credit Agreement (as hereinafter defined).

1. DEFINITIONS

"ACCOUNT DEBTOR" means a Person who is obligated on a Receivable.

"ACCOUNTS RECEIVABLE COLLECTION ACCOUNT" means a commercial Deposit Account maintained by any Subsidiary with the Agent, without liability by the Agent to pay interest thereon, from which account the Agent shall have the exclusive right to withdraw funds until all Obligations are paid, performed, and observed in full.

"AFFILIATE" shall have the meaning ascribed to it in the Credit Agreement.

"AGENT" shall have the meaning ascribed to it in the Credit Agreement.

"AGREEMENT" means this Agreement, including all Schedules hereto, and all amendments, modifications and supplements hereto and thereto and restatements hereof and thereof.

"AGREEMENT DATE" means the date on which this Agreement is dated.

"BENEFIT PLAN" means an employee benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which a Person or any Commonly Controlled Entity is, or within the immediately preceding 6 years was, an "employer" as defined in Section 3(5) of ERISA, including such plans as may be established after the Agreement Date.

"CASH SECURITY" means all cash, Instruments, Deposit Accounts, and other cash equivalents, whether matured or unmatured, whether collected or in the process of collection, upon which each Subsidiary presently has or may hereafter have any claim (other than items which are held in trust by each Subsidiary for a third party), that are presently or may hereafter be existing or maintained with, issued by, drawn upon, or in the possession of the Agent and/or the Banks, or which the Agent and/or any Bank is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or any of the Loan Documents.

"CHATTEL PAPER" shall mean, with respect to the Collateral, (a) any chattel paper, and (b) any writing or writings which evidence both a monetary obligation and a security interest in or a lease of specific Goods. If a transaction relating to the Collateral is evidenced both by such an agreement for security or a lease and by an Instrument or a series of Instruments, the group of writings taken together constitutes Chattel Paper.

"CODE" shall have the meaning ascribed to it in the Credit Agreement.

"COLLATERAL" means and includes all of each Subsidiary's right, title and interest in and to each of the following, wherever located and whether now or hereafter existing or now owned or hereafter acquired or arising:

(a) all Receivables,

(b) all Inventory,

(c) all Equipment,

(d) all Contract Rights,

(e) all General Intangibles,

(f) all Deposit Accounts,

(g) all Cash Security,

(h) all mortgages, deeds to secure debt and deeds of trust on real or personal property, guaranties, leases, security agreements and other agreements and property which secure or relate to any Receivable or other Collateral or are acquired for the purpose of securing and enforcing any item thereof,

(i) all documents of title, policies and certificates of insurance, securities, Chattel Paper and other Documents and Instruments evidencing or pertaining to any and all items of Collateral,

(j) all files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the Collateral or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof,

(k) any and all products and cash and non-cash Proceeds of the foregoing (including, but not limited to, any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all of the Collateral or for Proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including, but not limited to, cash, negotiable instruments and other Instruments for the payment of money, Chattel Paper, security agreements and other Documents.

"COMMONLY CONTROLLED ENTITY" shall have the meaning ascribed to it in the Credit Agreement.

"CONTRACT RIGHTS" means and includes, as to any Person, all of such Person's then owned or existing and future acquired or arising rights under contracts not yet earned by performance and not evidenced by an instrument or chattel paper, to the extent that the same may lawfully be assigned.

"CREDIT AGREEMENT" means the Credit Agreement dated of even date herewith executed by and among OI, the Agent and the Banks, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"CSF" shall have the meaning ascribed to it in the Credit Agreement.

"DEFAULT" shall have the meaning ascribed to it in the Credit Agreement.

"DEPOSIT ACCOUNT" means (a) any deposit account, (b) any demand, time, savings, passbook, or a similar account maintained with a bank, savings and loan association, credit union, or similar organization, other than an account evidenced by a certificate of deposit that is an instrument under the UCC.

"DOCUMENT" shall mean, with respect to the Collateral, (a) any document, (b) any document of title, including a bill of lading, dock warrant, dock receipt, warehouse receipt, or order for the delivery of Goods, and any other document which in the regular course of business or financing is treated as adequately evidencing that the Person in possession of it is entitled to receive, hold, and dispose of the document and the Goods it covers, and (c) any receipt covering Goods stored under a statute requiring a bond against withdrawal or requiring a license for the issuance of receipts in the nature of warehouse receipts even though issued by a Person who is the owner of the Goods and is not a warehouseman.

"ERISA" shall have the meaning ascribed to it in the Credit Agreement.

"EQUIPMENT" means and includes, as to any Person, all of such Person's then owned or existing and future acquired or arising machinery, apparatus, equipment, motor vehicles, tractors,

trailers, rolling stock, fittings, fixtures and other tangible personal property (other than Inventory) of every kind and description used in such Person's business operations or owned by such Person or in which such Person has an interest and all parts, accessories and special tools and all increases and accessions thereto and substitutions and replacements therefor.

"EVENT OF DEFAULT" shall have the meaning ascribed to it in the Credit Agreement.

"FINANCING STATEMENTS" means the Uniform Commercial Code financing statements executed and delivered by the Subsidiaries to the Agent, naming the Agent (for the benefit of the Agent and the ratable benefit of the Banks that from time to time are parties to the Credit Agreement) as secured party and the Subsidiaries as debtor, in connection with this Agreement.

"FRANCHISEE" means a Person providing temporary personnel and related services under a LABOR WORLD(R) or OFFICE OURS(C) franchise from OutSource Franchising, Inc.

"FRANCHISEE FUNDING RECEIVABLES" means and includes, as to any Subsidiary, all of such Subsidiary's now owned or existing and future acquired or arising rights to payment from Franchisees arising from such Subsidiary's providing financing of Franchisees' payroll, payroll tax and other obligations (whether classified under the UCC as accounts, contract rights, chattel paper, general intangibles or otherwise), and all cash and non-cash Proceeds thereof.

"GENERAL INTANGIBLES" means, as to any Person, all of such Person's then owned or existing and future acquired or arising general intangibles, choses in action and causes of action and all other intangible personal property of such Person of every kind and nature (other than Receivables), including, without limitation, Intellectual Property, corporate or other business records, inventions, designs, blueprints, plans, specifications, trade secrets, goodwill, computer software, customer lists, registrations, licenses, franchises, tax refund claims, reversions or any rights thereto and any other amounts payable to such Person from any Benefit Plan, Multiemployer Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and Proceeds thereof, property, casualty or any similar type of insurance, including errors and omissions insurance, and any Proceeds thereof, Proceeds of insurance covering the lives of key employees on which said Person is beneficiary and any letter of credit, guarantee, claims, security interest or other security held by or granted to such Person to secure payment by an Account Debtor of any of the Receivables.

"GOODS" means (a) any goods, and (b) all things which are movable at the time the security interest granted under this Agreement attaches or which are fixtures but does not include money, Instruments, Documents, Receivables, Chattel Paper and Contract Rights.

"INSTRUMENT" means:

(a) any instrument relating to or evidencing the Collateral,

(b) any negotiable or nonnegotiable instrument (including, without limitation, drafts, checks, acceptances, certificates of deposit, and notes) relating to or evidencing the Collateral, and

(c) any other writing relating to or evidencing the Collateral which:

(1) evidences a right to the payment of money,

(2) is not itself a security agreement or lease, and

(3) is of a type which in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment.

"INTELLECTUAL PROPERTY" means, as to any Person, all of such Person's then owned existing and future acquired or arising patents, patent rights, copyrights, works which are the subject of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations and continuations-in-part of any of the foregoing and all rights to sue for past, present and future infringements of any of the foregoing.

"INVENTORY" means and includes, as to any Person, all of such Person's then owned or existing and future acquired or arising (a) Goods intended for sale or lease or for display or demonstration or furnished or to be furnished under contracts of service, (b) all Goods that are work in process, (c) all Goods that are raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of goods or otherwise used or consumed in the conduct of business, (d) documents evidencing and general intangibles relating to any of the foregoing and (e) all substitutes and replacements for, and parts, accessories, additions, attachments, or accessions to (a) through (d) above.

"LIEN"shall have the meaning ascribed to it in the Credit Agreement.

"LOAN DOCUMENTS" shall have the meaning ascribed to it in the Credit Agreement.

"LOCATION" means, for each Subsidiary, the location of:

(a) the Subsidiary's place of business, if there is only one such place of business, or

(b) if there is more than one place of business, the place (1) from which the Subsidiary manages the main part of its business operations, and (2) where

Persons dealing with the Subsidiary would normally look for credit information.

"MATERIAL ADVERSE EFFECT" shall have the meaning ascribed to it in the Credit Agreement.

"MULTIEMPLOYER PLAN" shall have the meaning ascribed to it in the Credit Agreement.

"OBLIGATIONS" means, at any time, all obligations and undertakings of each Subsidiary under and in respect of the Credit Agreement and the Subsidiary Guarantee, including, without limitation, each Subsidiary's obligations and undertakings with respect to the payment of the principal of, and interest on, each Revolving Credit Note, all of each Subsidiary's Reimbursement Obligations, all of each Subsidiary's payment obligations pursuant to the Subsidiary Guarantee, any and all Related Expenses incurred by the Agent and all other amounts payable, and all other indebtedness owed, by each Subsidiary under each of the Loan Documents.

"OI" shall have the meaning ascribed to it in the Credit Agreement.

"PBGC" shall have the meaning ascribed to it in the Credit Agreement.

"PERSON" shall have the meaning ascribed to it in the Credit Agreement.

"PROCEEDS" means, with respect to the Collateral, (a) any proceeds of the Collateral, and (b) whatever is received upon the sale, exchange, collection, or other disposition of Collateral or Proceeds, whether cash or non-cash. Cash Proceeds include, without limitation, moneys, checks, and Deposit Accounts. Proceeds includes, without limitation, any insurance payable by reason of loss or damage to the Collateral, and any return or unearned premium upon any cancellation of insurance. Except as expressly authorized in this Agreement, the Agent's and the Banks' right to Proceeds specifically set forth herein or indicated in any financing statement shall never constitute an express or implied authorization on the part of the Agent or the Banks to any Subsidiaries' sale, exchange, collection, or other disposition of any or all of the Collateral.

"RECEIVABLES" means and includes, as to any Person, all of such Person's then owned or existing and future acquired or arising (a) rights to the payment of money or other forms of consideration of any kind (whether classified under the UCC as accounts, contract rights, chattel paper, general intangibles or otherwise) including, but not limited to, accounts receivable, Royalty Receivables, Franchisee Funding Receivables, letters of credit and the right to receive payment thereunder, chattel paper, tax refunds, insurance Proceeds, Contract Rights, notes, drafts, instruments, documents, acceptances and all other debts, obligations and liabilities in whatever form from any Person and guaranties, security and Liens securing payment thereof, (b) Goods and other property, whether now owned or hereafter acquired, and whether sold, delivered, undelivered, in transit or returned, which may be represented by, or the sale or lease of which may have given rise

to, any such right to payment or other debt, obligation or liability, and (c) cash and non-cash Proceeds of any of the foregoing.

"RELATED EXPENSES" means any and all costs, liabilities, and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorneys' fees, legal expenses, judgments, suits, and disbursements) incurred by, imposed upon, or asserted against the Agent (other than costs, liabilities and expenses incurred by the Agent as a result of gross negligence or willful misconduct by the Agent) in any attempt by the Agent:

(a) to obtain, preserve, perfect, or enforce the security interest evidenced by (i) this Agreement, or (ii) any other pledge agreement, mortgage deed, hypothecation agreement, guaranty, security agreement, assignment, or security instrument executed or given by any Subsidiary to or in favor of the Agent and the Banks,

(b) to obtain payment, performance, and observance of any and all of the Obligations,

(c) to maintain, insure, collect, preserve, or upon any Event of Default, repossess and dispose of any of the Collateral, or

(d) incidental or related to (a) through (c) above, including, without limitation, interest thereupon from the date incurred, imposed, or asserted until paid at the rate payable upon each Revolving Credit Note, but in no event greater than the highest rate permitted by law.

"REVOLVING CREDIT NOTE" means the Revolving Credit Note as defined in the Credit Agreement, including any partial or total amendment, renewal, restatement, extension, or substitution of or for such Revolving Credit Note.

"ROYALTY RECEIVABLES" means and includes, as to any Subsidiary, any indebtedness owed to such Subsidiary and any right of such Subsidiary to payment or performance from any other Person (whether such indebtedness or right is now existing or hereafter created and whether or not yet earned by any performance by such Subsidiary and regardless of how such indebtedness or right might be evidenced or documented), for or in connection with the granting or authorizing by such Subsidiary of any right, permission or license to use or continue using any franchise or any tradename, trademark, servicemark, copyrighted or otherwise protected material, or other similar rights held wholly or partly by such Subsidiary, including, without limitation, any right, permission or license to use or continue using goods marked with any such name or mark or embodying any such copyrighted or otherwise protected material, and including all "accounts," "general intangibles," "instruments," "security," "promissory notes," "documents," and "chattel paper" (as such terms are defined in the Connecticut Uniform Commercial Code) evidencing, embodying, or derived from any of the foregoing, and all cash or non-cash Proceeds thereof.

"SUBSIDIARY GUARANTEE" shall mean the Subsidiary Guarantee dated of even date herewith made by each of the corporations signatory thereto in favor of Bank of Boston Connecticut, as Agent under the Credit Agreement for the benefit of the Agent and the ratable benefit of the Banks that from time to time are parties to the Credit Agreement, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"TRADEMARK ASSIGNMENT" means the Trademark Security Agreement dated of even date herewith among OI, OutSource Franchising, Inc., and the Agent, with respect to certain trademarks, trademark applications and related property owned by OI and OutSource Franchising, Inc., as the same may hereafter be amended, modified, supplemented or restated from time to time.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Connecticut. The terms "accounts," "chattel paper," "documents," "equipment," "instruments," "general intangibles" and "inventory," as and when used (without being capitalized) in this Agreement shall have the meanings given those terms in the UCC.

2. SECURITY INTEREST IN COLLATERAL

In consideration of and as security for the full and complete payment, performance, and observance of all Obligations, each Subsidiary hereby pledges and assigns all of the collateral to the Agent (for the ratable benefit of the Agent and the Banks) and grants to the Agent (for the ratable benefit of the Agent and the Banks) a continuing security interest in, and continuing Lien upon, all of the Collateral, and any and all property of the Subsidiary now or hereafter in the possession of or pledged or assigned to the Agent, and all products, replacements and Proceeds of, and accessions and additions to, any of the foregoing.

3. WARRANTIES

Each Subsidiary represents and warrants to the Agent and the Banks (which representations and warranties shall survive the execution of the Credit Agreement, the delivery of each Revolving Credit Note, and the extension of credit) that:

(a) Each Subsidiary is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the power and authority to own it properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which failure to be so qualified and authorized would have a Material Adverse Effect and is subject to taxation as a C Corporation under the Code;

(b) The execution, delivery, and performance hereof are within each Subsidiary's corporate powers, have been duly authorized, and are not in contravention of law or the terms of such Subsidiary's articles or certificate of incorporation, by-laws, or

regulations, or of any indenture, agreement, or undertaking to which such Subsidiary is party or by which it is or may be bound;

(c) Except for any security interest granted to or in favor of the Agent and the Banks and except for any security interest permitted by the terms of the Credit Agreement, each Subsidiary is, and as to Collateral to be acquired after the date hereof will be, the owner of the Collateral free from any claim, lien, encumbrance, or security interest of any type, and each Subsidiary agrees that it will defend, at its sole expense, the Collateral against all other claims and demands of all Persons at any time claiming the same or any interest therein;

(d) The office where each Subsidiary keeps all of its records pertaining to its Receivables is located at 1144 East Newport Center Drive, Deerfield Beach, Florida 33442;

(e) Subject to any limitation stated herein or in connection herewith, all information furnished to the Agent concerning the Subsidiaries or the Collateral, is or will be at the time such information is furnished, accurate and correct in all material respects and complete insofar as is necessary to give the Agent true and accurate knowledge of the subject matter;

(f) Each Subsidiary is the lawful owner of and has full and unqualified right to transfer a security interest in all of the Collateral to the Agent. Such Collateral is not, and will not, so long as each Subsidiary has any Obligations to the Agent, be subject to any financing statement, encumbrance, claim, lien, or security interest of any type except any granted to or in favor of the Agent and except as permitted by the terms of the Credit Agreement;

(g) Each Benefit Plan is in substantial compliance with ERISA, and neither any Subsidiary nor any Commonly Controlled Entity has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Subsidiary to be, incurred by any Subsidiary or any Commonly Controlled Entity;

(h) Each Subsidiary is solvent, having assets of a fair value which exceed the amount required to pay its debts (including contingent, subordinated, unmatured and unliquidated liabilities) as they become absolute and matured, and each Subsidiary is able to and anticipates that it will be able to meet its debts as they mature and has adequate capital to conduct the business in which it is or proposes to be engaged;

(i) During the one-year period preceding the Agreement Date, no Subsidiary has been known as or used any corporate or fictitious name other than the corporate name of

such Subsidiary on the Agreement Date, except for those listed in Schedule 3.1, attached hereto. All trade names or styles under which the Subsidiaries create Receivables, or to which instruments in payment of Receivables are made payable, are listed in Schedule 3.2, attached hereto;

(j) Each Subsidiary's principal place of business, chief executive office and other places of business are located at the addresses set forth on Schedule 3.3, attached hereto. The location of each Subsidiary's Equipment is also indicated on Schedule 3.3. The Subsidiaries' chief executive offices, their other places of business, and the location of their Inventory and Equipment will be and remain located only at the foregoing location(s) unless relocated in compliance with Section 4(c) below;

(k) At the present time, each Subsidiary maintains no Inventory at any location;

(l) CSF has duly assigned of record to the Agent (for the benefit of the Agent and the ratable benefit of the Banks that from time to time are parties to the Credit Agreement), all financing statements now or hereafter executed by any Franchisee in favor of CSF;

(m) OI and OutSource Franchising, Inc. have duly executed and delivered the Trademark Assignment to the Agent; and

(n) Except for OutSource Franchising, Inc., no Subsidiary grants franchises or has done so in the past. In the case of OutSource Franchising, Inc., LABOR WORLD(R) and OFFICE OURS(C) are the only trademarks that are or have been licensed for use by franchisees.

4. COVENANTS

Each Subsidiary undertakes, covenants, and agrees that, until the full and complete payment, performance, and observance of all Obligations, each Subsidiary:

(a) shall provide the Agent with at least thirty (30) days prior written notification of:

(1) any change in any location where such Subsidiary's Inventory and Equipment is maintained, and any new locations where such Subsidiary's Inventory and Equipment is to be maintained,

(2) any change in the location of the office where such Subsidiary's records pertaining to its Receivables are kept,

(3) the location of any new places of business and the changing or closing of any of its existing places of business,

(4) any change in the location of such Subsidiary's chief executive office,

(5) any change in such Subsidiary's name, and

(6) any change in such Subsidiary's Location;

PROVIDED, HOWEVER, that anything herein to the contrary notwithstanding, (A) with respect to location openings and closings, such Subsidiary may satisfy the requirement of this subsection with respect to such locations, by submitting to the Agent, on a quarterly basis, a list of all locations opened and closed, and (B) with respect to moving either Collateral or Equipment from location to location, no notice need be provided pursuant to this subsection so long as either (i) such Subsidiary executes and delivers to the Agent a UCC financing statement appropriate for filing to perfect the Agent's security interest in the Collateral in its new location, or (ii) the Agent has previously filed a UCC financing statement which perfects the Agent's security interest in the Collateral in its new location.

(b) shall promptly pay and discharge before they become delinquent, all taxes, assessments, and governmental charges of every kind and nature that have been lawfully levied, assessed, or imposed upon such Subsidiary or its properties including the use thereof, or any of the Obligations, which, if unpaid, would become Liens against its assets, including, without limitation, all sums due and owing any taxing authority for income and other taxes withheld from the wages and salaries of its employees, except to the extent such Subsidiary is reasonably contesting in good faith any such tax, assessment, or charge with an adequate reserve provided therefor;

(c) shall at all reasonable times allow the Agent by or through any of its officers, agents, employees, attorneys, or accountants to:

(1) examine, inspect, and make extracts from such Subsidiary's books and other records,

(2) examine and inspect such Subsidiary's Collateral wherever located, and

(3) arrange for verification of such Subsidiary's Receivables, under reasonable procedures;

(d) shall promptly deliver to the Agent upon reasonable request:

(1) additional information and statements with respect to the Collateral,

(2) such Subsidiary's Instruments, Chattel Paper, Documents, and any other writings relating to or evidencing any of such Subsidiary's Receivables (including, without limitation, computer printouts or typewritten reports listing the current mailing address of all present Account Debtors), and

(3) any other writings and information the Agent may reasonably request;

(e) shall upon request of the Agent promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, and instruments as the Agent may reasonably require, including, without limitation, Financing Statements, so as to completely vest in, perfect and ensure to the Agent its rights hereunder and in and to the Collateral, including, without limitation, such actions or items that may be appropriate due to changes in applicable laws after the date hereof, to evidence or to perfect the security interests granted to the Agent hereunder;

(f) hereby authorizes the Agent or the Agent's designated agent (but without obligation by the Agent to do so) to incur Related Expenses (whether prior to, upon, or subsequent to any Event of Default), and such Subsidiary shall promptly repay, reimburse, and indemnify the Agent for any and all Related Expenses. As long as no Default or Event of Default exists, the Agent agrees to give OI periodic reports of the Related Expenses subject to reimbursement under this subsection;

(g) shall not, without the prior written consent of the Agent, pledge, grant a security interest, or otherwise voluntarily place any Lien upon any Collateral except any security interest granted to or in favor of the Agent and the Banks and except as permitted by the terms of the Credit Agreement; and

(h) shall not use any Collateral in violation of any applicable statute, ordinance, or regulation.

5. COLLECTION AND RECEIPT OF PROCEEDS

(a) Upon the occurrence and continuance of any Event of Default and after written notification thereof to any Subsidiary, the Agent or the Agent's designated agent shall have the right and power (as such Subsidiary's hereby constituted and appointed attorney-in-fact), which, being coupled with an interest, shall remain irrevocable until all Obligations are fully and completely paid, performed, and observed, at any time to:

(1) notify the Account Debtors on any or all of such Subsidiary's Receivables of the Agent's security interest in and assignment of those Receivables upon which the respective Account Debtors are liable, and to request from such Account Debtors, in the Agent's name or in such Subsidiary's name, information concerning the Receivables and amounts owing thereon,

(2) notify and require the Account Debtors on any or all of such Subsidiary's Receivables to make payment upon such Receivables directly to the Agent,

(3) receive, retain, acquire, take, endorse, assign, deliver, accept, and deposit, in the Agent's name or such Subsidiary's name, any and all of such Subsidiary's cash, Instruments, Chattel Paper, Documents, Proceeds, collections of Receivables, and any other such writings relating to any of the Collateral theretofore collected, received or retained by such Subsidiary pursuant to Subsection 5(b) below or thereafter collected, received, or retained by such Subsidiary,

(4) exercise any and all of the rights granted the Agent in Subsections 5(c) and 5(d) below, and

(5) take such other action with respect to any or all of the Collateral, in such manner and at such times, as the Agent may deem advisable, including, without limitation, the following:
collection, legal proceedings, compromises, settlements, adjustments, extensions, postponements, exchanges, releases, and sales.

(b) Except as otherwise provided in Subsections 5(a), 5(c), or 5(d), upon the occurrence and continuance of an Event of Default, each Subsidiary is authorized (1) to collect and enforce, by all lawful means, all of such Subsidiary's Receivables, and (2) to receive and retain, by all lawful means, any and all Proceeds. Such Subsidiary shall hold, as trustee upon an express trust for the Agent as beneficiary thereof, all such lawful collections of Receivables and Proceeds received by such Subsidiary. Any costs, liabilities, or expenses incurred by such Subsidiary in the collection or enforcement of such Receivables and in the receipt of Proceeds shall be borne solely by such Subsidiary. Such Subsidiary as trustee shall not commingle such collections of Receivables and such Proceeds with any other property not held in trust for the Agent; any property held or commingled with such collections of Receivables such Proceeds is hereby conclusively established between such Subsidiary and the Agent to be collections of Receivables and Proceeds.

(c) With respect to each Subsidiary's Instruments, Documents, and Chattel Paper:

(1) Upon the Agent's written request, such Subsidiary shall immediately deliver or cause to be delivered to the Agent all of such Subsidiary's Instruments, Chattel Paper, and Documents, appropriately endorsed either, at the Agent's option, (i) to the Agent's order, without limitation or qualification, or (ii) for deposit in the Accounts Receivable Collection Account. The Agent, or the Agent's designated agent, is hereby constituted and appointed such Subsidiary's attorney-in-fact with authority and power to so endorse any and all Instruments, Documents, and Chattel Paper upon such Subsidiary's failure to do so. Such authority and power, being coupled with an interest, shall be

(i) irrevocable until all Obligations are paid, performed, and observed in full, (ii) exercisable by the Agent at any time and without any request upon such Subsidiary by the Agent to so endorse, and (iii) exercisable in the Agent's name or such Subsidiary's name;

(2) Each Subsidiary hereby waives presentment, demand, notice of dishonor, protest, notice of protest, and any and all other similar notices with respect thereto, regardless of the form of any endorsement thereof;

(3) The Agent shall not be bound or obligated to take any action to preserve any rights therein against any prior parties thereto.

(d) Upon the occurrence and continuance of any Event of Default and after the Agent's written notification thereof to any Subsidiary:
(i) the lawful collection and enforcement of all of such Subsidiary's Receivables and the lawful receipt and retention by such Subsidiary of all Proceeds shall be as agent for the Agent and the Banks; (ii) all such collections and Proceeds shall be remitted daily by such Subsidiary to the Agent in the form in which they are received by such Subsidiary, either by mailing or by delivering such collections and Proceeds to the Agent, appropriately endorsed for deposit in the Accounts Receivable Collections Account. The Agent may, in its sole discretion, at any time and from time to time, apply all or any portion of the collected balance in the Accounts Receivable Collections Account allowing three (3) days for collection and clearance of remittances as a credit against such Subsidiary's outstanding Obligations. If any remittance shall be dishonored, or if, upon final payment, any claim with respect thereto shall be made against the Agent on its warranties of collection, the Agent may charge the amount of such item against the Accounts Receivable Collections Account or any other Deposit Account maintained by such Subsidiary with the Agent, and, in any event, retain same and such Subsidiary's interest therein as additional security for the Obligations. The Agent may, in its sole discretion, at any time and from time to time, release funds from the Accounts Receivable Collections Account to such Subsidiary for use in such Subsidiary's business. The balance in the Accounts Receivable Collections Account may be withdrawn by such Subsidiary upon termination of this Agreement in accordance with Subsection
9(d). Upon the occurrence and continuance of any Event of Default and after the Agent's written request, such Subsidiary will cause all remittances representing all collections and all Proceeds to be mailed to a lock box in Hartford, Connecticut (or other locations designated by the Agent) to which the Agent shall have access for the processing of such items in accordance with the provisions, terms, and conditions of the Agent's customary lock box agreement.

6. INSURANCE

Each Subsidiary shall at all times maintain insurance upon its Collateral through insurance policies in such form, written by such companies, in such amounts, for such period, and against such risks as may be acceptable to the Agent, with provisions satisfactory to the Agent for payment of all losses thereunder to the Agent and such Subsidiary as their interests may appear (including a loss payable endorsement in favor of the Agent), and, if required by the Agent, such Subsidiary will deposit the policies with the Agent. Any such policies of insurance shall provide for no less than ten (10) days prior written cancellation notice to the Agent. Any sums exceeding $100,000.00 received by the Agent, and, during the existence of a Default or Event of Default, all sums, in payment of insurance losses, returns, or unearned premiums under the policies may, at the option of the Agent, be applied upon any Obligation whether or not the same is then due and payable, or may be delivered to such Subsidiary for the purpose of replacing, repairing, or restoring its Inventory. Such Subsidiary hereby assigns to the Agent any return of unearned premiums which may be due upon cancellation of any such policies for any reason and directs the insurers to pay the Agent any amount so due. The Agent, or the Agent's designated agent, is hereby constituted and appointed such Subsidiary's attorney-in-fact (either in the name of such Subsidiary or in the name of the Agent) to make adjustments of all insurance losses, sign all applications, receipts, releases, and other papers necessary for the collection of any such loss, and any return of unearned premium, execute proof of loss, make settlements, and endorse and collect all Instruments payable to such Subsidiary or issued in connection therewith. Notwithstanding any action by the Agent hereunder, any and all risk of loss or damage to such Subsidiary's Collateral to the extent of any and all deficiencies in the effective insurance coverage thereof is hereby expressly assumed by such Subsidiary.

7. EVENT OF DEFAULT

Upon the occurrence of any Event of Default as such term is defined in the Credit Agreement, any and all Obligations shall, at the option of the Agent and notwithstanding any period of time permitted or allowed by any writing evidencing an Obligation, become immediately due and payable without notice, demand, protest, or presentment, all of which are hereby expressly waived by each Subsidiary.

8. RIGHTS AND REMEDIES UPON EVENT OF DEFAULT

Upon the occurrence of any Event of Default and at all times thereafter, the Agent shall have the rights and remedies of a secured party under the Connecticut Uniform Commercial Code in addition to the rights and remedies provided elsewhere within this Agreement or in any other writing executed by each Subsidiary. The Agent may require any Subsidiary to assemble the Collateral and make it available to the Agent at a reasonably convenient place to be designated by the Agent. Unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily

sold on a recognized market, the Agent will give such Subsidiary reasonable notice of the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed (deposited for delivery, postage prepaid, by U.S. mail) to either, at the Agent's option, (1) such Subsidiary's Location (as modified by any change therein which such Subsidiary has supplied in writing to the Agent) or (2) such Subsidiary's address at which the Agent customarily communicates with such Subsidiary, at least ten (10) days before the time of the public sale or the time after which any private sale or other intended disposition thereof is to be made. At any such public or private sale, the Agent may purchase the Collateral. After deduction for the Agent's Related Expenses, the residue of any such sale shall be applied in satisfaction of the Obligations in such order of preference as the Agent may determine. Any excess, to the extent permitted by law, shall be paid to such Subsidiary, and such Subsidiary shall remain liable for any deficiency.

9. GENERAL

(a) If any provision, term, or portion, of this Agreement, (including, without limitation, (1) any indebtedness, obligation, liability, contract, agreement, indenture, warranty, covenant, guaranty, representation, or condition of this Agreement made, assumed, or entered into, (2) any act or action taken under this Agreement, or
(3) any application of this Agreement) is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any other such provision, term, or portion of this Agreement, each of which shall be construed and enforced as if such illegal or invalid provision, term, or portion were not contained in this Agreement. Any illegality or invalidity of any application of this Agreement shall not affect any legal and valid application of this Agreement, and each provision, term, and portion of this Agreement shall be deemed to be effective, operative, made, entered into, or taken in the manner and to the full extent permitted by law.

(b) The Agent shall not be deemed to have waived any of the Agent's rights hereunder or under any other writing executed by all the Subsidiaries unless such waiver be in writing and signed by the Agent. No delay or omission on the part of the Agent in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All of the Agent's rights and remedies, whether evidenced hereby or by any other writing shall be cumulative and may be exercised singularly or concurrently. Any written demands, written requests, or written notices to any Subsidiary that the Agent may elect to give shall be effective when deposited for delivery, postage prepaid, by U.S. mail, and addressed either, at the Agent's option, to (l) such Subsidiary's Location (as modified by any change therein which such Subsidiary has supplied in writing to the Agent) or (2) such Subsidiary's address at which the Agent customarily communicates with such Subsidiary. If at any time or times, by assignment or otherwise, the Agent transfers any of the

Obligations or any part of the Collateral to another Person, such transfer shall carry with it the Agent's powers and rights under this Agreement with respect to the Obligation or Collateral so transferred and the transferee shall have said powers and rights, whether or not they are specifically referred to in the transfer. To the extent that the Agent retains any of the Obligations or any part of the Collateral, the Agent will continue to have the rights and powers herein set forth with respect thereto.

(c) The laws of the State of Connecticut, without regard to principles of conflict of laws, shall govern the construction of this Agreement and the rights and duties of the parties hereto. This Agreement contains the entire agreement between the parties hereto and no oral agreement shall be binding. Each Subsidiary agrees that the Agent may make a photocopy of this Agreement in the ordinary course of business and such photocopy may be used in place of the original of this Agreement. A carbon, photographic or other reproduction of this Agreement may be used as a financing statement. This Agreement shall be binding upon and inure to the benefit of each Subsidiary and the Agent and their respective successors and assigns. The rights and powers herein given to the Agent are in addition to those otherwise created or existing in the same Collateral by virtue of other agreements or writings.

(d) Each Subsidiary hereby releases the Agent from and agrees to indemnify and hold harmless the Agent, and its officers, agents, and employees from any and all claims of such Subsidiary or any other Person for damage or loss caused by any act or acts hereunder or in furtherance hereof whether by omission or commission, and whether based upon any error of judgment or mistake of law or fact (except gross negligence or willful misconduct) on the part of the Agent, or its officers, agents, and employees.

(e) The Agent has the right, in addition to all other rights and remedies available to it, to set off at any time the unpaid balance of each Revolving Credit Note and any other Obligations against any indebtedness owing to any Subsidiary by the Agent, including, without limitation, all Cash Security.

(f) Each Subsidiary will cooperate with the Agent in order to fill in all blank spaces herein, to correct patent errors herein, to complete or correct the description of the Collateral, and to fill in any missing date on this Agreement.

10. SUBMISSION TO JURISDICTION; WAIVERS. Each Subsidiary hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Security Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the

Courts of the State of Connecticut, the courts of the United States of America for the District of Connecticut, and appellate courts from any thereof; and

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead the same.

EACH SUBSIDIARY, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE AGENT AND SUBSIDIARY ARISING OUT OF, IN CONNECTION WITH, RELATING TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE, GUARANTEE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, the undersigned have caused this Subsidiary Security Agreement to be duly executed and delivered in Hartford, Connecticut as of the date first above written.

SUBSIDIARIES:                       CAPITAL STAFFING FUND, INC.


                                    By: /s/ PAUL BURRELL
                                       -------------------------------------
                                      Name: Paul Burrell
                                     Title: President


                                    OUTSOURCE FRANCHISING, INC.

                                    By: /s/ PAUL BURRELL
                                       -------------------------------------
                                      Name: Paul Burrell
                                     Title: Assistant Secretary


                                    SYNADYNE I, INC., F/K/A LABOR WORLD OF
                                    HOUSTON, INC.

                                    By: /s/ PAUL BURRELL
                                       -------------------------------------
                                      Name: Paul Burrell
                                     Title: Vice President


                                     SYNADYNE II, INC.

                                    By: /s/ PAUL BURRELL
                                       -------------------------------------
                                      Name: Paul Burrell
                                     Title: Vice President

SYNADYNE III, INC., F/K/A LABOR WORLD OF
AMERICA, INC.

By: /s/ PAUL BURRELL
   -------------------------------------
  Name: Paul Burrell
 Title: Vice President

SYNADYNE IV, INC.

By: /s/ PAUL BURRELL
   -------------------------------------
  Name: Paul Burrell
 Title: Vice President

SYNADYNE V, INC.

By: /s/ PAUL BURRELL
   -------------------------------------
  Name: Paul Burrell
 Title: Vice President

EMPLOYEES INSURANCE SERVICES, INC.

By: /s/ PAUL BURRELL
   -------------------------------------
  Name: Paul Burrell
 Title: President

OUTSOURCE INTERNATIONAL OF
AMERICA, INC.

By: /s/ PAUL BURRELL
   -------------------------------------
  Name: Paul Burrell
 Title: President

AGENT:                               BANK OF BOSTON CONNECTICUT


                                    By: /s/ ROGER J. RODE, JR.
                                       -------------------------------------
                                      Name: Roger J. Rode, Jr.
                                     Title: Director

SCHEDULE 3.1

During the one-year period proceeding the Agreement Date, no subsidiary has been known as or used any corporate or fictitious name other than the corporate name of such subsidiary on the Agreement Date, except as follows:

Labor World
Office Ours
Payroll Partners

SCHEDULE 3.2

All trade names or styles under which the Subsidiaries create Receivables, or to which instruments in payment of Receivables are made payable

Labor World
Office Ours

SCHEDULE 3.3

PRINCIPAL PLACE OF BUSINESS OF EACH SUBSIDIARY:

1144 East Newport Center Drive
Deerfield Beach, FL 33487

LOCATION OF CHIEF EXECUTIVE OFFICE OF EACH SUBSIDIARY:

1144 East Newport Center Drive
Deerfield Beach, FL 33487

LOCATION(S) OF OTHER PLACES OF BUSINESS OF EACH SUBSIDIARY:

See attached summary of leased locations on Attachment "A".

LOCATION(S) OF EACH SUBSIDIARY'S INVENTORY: None

LOCATION(S) OF EACH SUBSIDIARY'S EQUIPMENT:

Miscellaneous owned equipment, approximately 250,000, at leased

EXHIBIT 10.23

SUBSIDIARY GUARANTEE

This Subsidiary Guarantee, dated as of February 21, 1997 (as amended, supplemented or otherwise modified from time to time, this "Guarantee"), by Capital Staffing Fund, Inc., OutSource Franchising, Inc., Synadyne I, Inc., f/k/a Labor World of Houston, Inc., Synadyne II, Inc., Synadyne III, Inc., f/k/a Labor World of America, Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance Services, Inc. and OutSource International of America, Inc. (each individually a "Guarantor," and collectively, the "Guarantors") in favor of BANK OF BOSTON CONNECTICUT (the "Agent"), a bank organized under the laws of the state of Connecticut, as Agent under the Credit Agreement (as hereinafter defined), for the benefit of the Agent and the ratable benefit of the Banks that are parties from time to time to the Credit Agreement:

W I T N E S S E T H:

WHEREAS, OutSource International, Inc., a Florida corporation (the "Debtor"), is a party to a Credit Agreement, dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), with Bank of Boston Connecticut, as agent, and the Banks from time to time party thereto.

WHEREAS, pursuant to the terms of the Credit Agreement and the other Loan Documents, the Banks have agreed to make Extensions of Credit (as hereinafter defined) to or for the benefit of the Debtor;

WHEREAS, the Debtor and the Guarantors are engaged in related businesses, and each Guarantor has derived, and will derive in the future, substantial direct and indirect benefits from the making of the Extensions of Credit; and

WHEREAS, the obligation of the Banks to make Extensions of Credit is conditioned upon, among other things, the execution and delivery by the Guarantors of this Guarantee in favor of the Agent and the other Banks;

NOW, THEREFORE, in consideration of the premises and to induce the Banks to make Extensions of Credit under the Credit Agreement, each Guarantor hereby agrees with the Agent, for the benefit of the Agent and the ratable benefit of the Banks, as follows:

1. DEFINED TERMS. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. As used in this Guarantee, the following terms have the respective meanings set forth below:

EXTENSIONS OF CREDIT -- (i) all Loans or advances made to the Debtor under any Loan Document, (ii) all Letters of Credit issued for the account of the Debtor under any Loan Document,

(iii) all other extensions of credit to or for the benefit of the Debtor under any Loan Document, and (iv) to the extent not otherwise included in the foregoing, all Obligations.

GOVERNMENTAL APPROVALS -- means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all governmental bodies, whether federal, state, local, foreign national or provincial, and all agencies thereof.

OBLIGATIONS -- the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Debtor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) each Revolving Credit Note and all other obligations and liabilities of the Debtor to the Agent or the Banks, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with the Credit Agreement, each Revolving Credit Note, the other Loan Documents or any other document made, delivered or given in connection therewith, and each other obligation and liability, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, of the Debtor to the Agent or any Bank, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Agent or any Bank) or otherwise.

2. GUARANTEE.

(a) Subject to the provisions of paragraph 2(b) hereof, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Agent and the Banks and their respective successors, indorsees, transferees and assigns, the prompt and complete payment by the Debtor when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Agent or any Bank in enforcing, or obtaining advice of counsel in respect of enforcing, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. This Guarantee shall remain in full force and effect until the Obligations are indefeasibly paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Debtor may be free from any Obligations.

(b) Notwithstanding anything to the contrary contained in this instrument, the maximum liability of each Guarantor under this instrument, including any obligation for contribution under paragraph 4 hereof, shall not exceed the larger of (i) the sum of (A) that portion of the Loans under the Credit Agreement the proceeds of which are used by the Debtor to make Valuable Transfers (as hereinafter defined) to such Guarantor, plus (B) ninety-five percent (95%) of the Adjusted Net Worth (as hereinafter defined) of such Guarantor as of the date of this

instrument and prior to giving effect to Valuable Transfers and (ii) the maximum amount that, after giving effect to the incurring of the obligations hereunder and to any rights to contribution of such Guarantor pursuant to any agreement among such Guarantor and other affiliates of the Debtor, would not render such Guarantor "insolvent" or "unable to pay its debts as they mature" or "leave such Guarantor with an unreasonably small capital," within the meaning of such terms and expressions under the United States Bankruptcy Code, 11 U.S.C. ss.101 ET SEQ. or the Uniform Fraudulent Conveyance Act or the Uniform Fraudulent Transfer Act or any other applicable law. The need for any such limitation shall be determined, and any such limitation shall be effective, at the time or times that each Guarantor is deemed, under applicable law, to incur Obligations hereunder. Any such limitation shall be apportioned amongst the Obligations owed to the respective Banks pro rata in accordance with their respective Commitments. This paragraph 2(b) is intended solely to preserve the rights of each Bank to the maximum extent permitted by applicable law and to assure to such Banks the maximum recovery under this Guarantee that may be achieved consistently with applicable laws. This paragraph does not confer upon the Debtor, any Guarantor or any other Person, and no such party shall have hereunder, any rights such party does not otherwise have under applicable law. For purposes of this paragraph, "ADJUSTED NET WORTH" shall mean, as of any date of determination thereof, the excess of (v) the aggregate value of the assets of the Guarantor as of the date of such determination, determined in accordance with the federal or state law under which the determination is being made, over
(w) the aggregate amount of all liabilities of the Guarantor determined in accordance with the same federal or state law; and "VALUABLE TRANSFER" shall mean (x) all loans, advances or capital contributions made to the Guarantor with proceeds of the Loans, (y) the fair market value of all property acquired with proceeds of the Loans and transferred to the Guarantor and (z) the interest on and the fees in respect of the Loans, the proceeds of which are used to make such a Valuable Transfer.

(c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor or of all of the Guarantors without impairing this Guarantee or affecting the rights and remedies of the Agent and the Banks hereunder.

(d) No payment or payments made by the Debtor, any of the Guarantors, any other guarantor or any other Person or received or collected by the Agent or any Bank from the Debtor, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time, or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the Obligations up to the maximum liability of such Guarantor until the Obligations are paid in full and the Commitments are terminated.

(e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Agent or any Bank on account of its liability hereunder, it will notify the Agent in writing that such payment is made under this Guarantee for such purpose.

3. SENIOR GUARANTEES. Each Guarantor agrees that all payments required to be made pursuant to this Guarantee by such Guarantor are senior in right and priority of payment to the payment of any Guarantee Obligations of such Guarantor arising under or in connection with the guarantee made by such Guarantor under the Securities Purchase Agreement and senior in right and priority of payment to any of the Guarantee Obligations described in subsections 7.4(b) or (c) of the Credit Agreement.

4. RIGHT OF CONTRIBUTION. Subject to paragraph 2(b) hereof, each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of paragraph 6 hereof. The provisions of this paragraph 4 shall in no respect limit the Obligations and liabilities of any Guarantor to the Agent and the Banks, and each Guarantor shall remain liable to the Agent and the Banks for the full amount guaranteed by such Guarantor hereunder, and no Guarantor shall seek or be entitled to seek any contribution from any other Guarantor in respect of payments made by such Guarantor hereunder until all amounts owing to the Agent and the Banks by the Debtor on account of the Obligations are indefeasibly paid in full, and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such contribution rights at any time when all of the Obligations shall not have been terminated, such amount shall be held by such Guarantor in trust for the Agent and the Banks, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

5. RIGHT OF SET-OFF. Each Guarantor hereby irrevocably authorizes the Agent and each Bank at any time and from time to time, after the occurrence and during the continuation of any Event of Default specified in the Credit Agreement, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply, to the extent permitted by law, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Agent or such Bank, against and on account of the Obligations and liabilities of such Guarantor to the Agent or such Bank hereunder and claims of every nature and description of the Agent or such Bank against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any Revolving Credit Note, any Application or any other Loan Document or otherwise, as the Agent or such Bank may elect, whether or not the Agent or any Bank has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Agent and each Bank agrees to notify such Guarantor promptly of any such set-off and the application made by the Agent or such Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent

and each Bank under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Agent or such Bank may have.

6. NO SUBROGATION. Except as expressly provided otherwise in paragraph 4 hereof, and notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or application of funds of any of the Guarantors by the Agent or any Bank or the receipt of any amounts by the Agent or any Bank with respect to any property held as collateral security for this Guarantee, no Guarantor shall be entitled to be subrogated to any of the rights of the Agent or any Bank against the Debtor or any other Guarantor or any collateral security or guarantee or right of offset held by the Agent or any Bank for the payment of the Obligations.

7. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS; WAIVER OF RIGHTS. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, (a) any demand for payment of any of the Obligations made by the Agent or any Bank may be rescinded by the Agent or such Bank and any of the Obligations continued or reinstated, or (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent or any Bank, or (c) the Credit Agreement, any Revolving Credit Note, any Application, this Guarantee, any other Loan Document and any other document executed and delivered in connection therewith or herewith may be extended, amended, modified, supplemented or terminated, in whole or in part, as the Agent and/or any Bank may deem advisable from time to time, or (d) any collateral security, guarantee or right of offset at any time held by the Agent or any Bank for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any Bank shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against any of the Guarantors, the Agent or any Bank may, but shall be under no obligation to, make a similar demand on the Debtor or any other Guarantor or guarantor, and any failure by the Agent or any Bank to make any such demand or to collect any payments from the Debtor or any such other Guarantor or guarantor or any release of the Debtor or any Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, and shall not impair, limit or otherwise adversely affect the rights and remedies, express or implied, or as a matter of law, of the Agent or any Bank against any of the Guarantors. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

8. GUARANTEE ABSOLUTE AND UNCONDITIONAL. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Agent or any Bank upon this Guarantee or acceptance of this Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or

incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee, and all dealings between the Debtor or any of the Guarantors, on the one hand, and the Agent or any Bank, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives presentment, protest, demand for payment and notice of default or nonpayment to or upon the Debtor or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Revolving Credit Note, any Application or any other Loan Document, or any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time, or from time to time, held by the Agent or any Bank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Debtor or any other Guarantor against the Agent or any Bank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Debtor or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Debtor or any other Guarantor for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing their rights and remedies hereunder against any Guarantor, the Agent and any Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Debtor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Bank to pursue such other rights or remedies or to collect any payments from the Debtor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Debtor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any Bank against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Agent and the Banks, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Debtor may be free from any Obligations.

9. REINSTATEMENT. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Agent or any Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Debtor or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Debtor or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

10. PAYMENTS. Each Guarantor hereby guarantees that payments hereunder will be paid to the Agent without set-off or counterclaim in Dollars and in immediately available funds at the office of the Agent located at 100 Pearl Street, Hartford, Connecticut, 06103 or at such other address as may hereafter be notified by the Agent. Subject to the foregoing obligation, nothing shall prevent a Guarantor from independently pursuing any claim it may have against the Agent and/or the Banks.

11. REPRESENTATIONS AND WARRANTIES. Each Guarantor hereby represents and warrants to the Agent and the Banks that:

(a) such Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is in good standing as a foreign corporation in each jurisdiction where its ownership or lease of property or conduct of business requires such qualification and the failure so to qualify would have a Material Adverse Effect, has the power and authority and the legal right to own and operate its property, to lease the property it operates and to conduct the business in which it is currently engaged, and is subject to taxation as a C corporation pursuant to Subchapter C of the Code;

(b) such Guarantor has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guarantee and the other Loan Documents to which it is a party, to grant the Liens by such Guarantor pursuant to the applicable Security Documents and has taken all necessary corporate action to authorize the execution, delivery and performance of this Guarantee and such other Loan Documents by such Guarantor;

(c) this Guarantee and each other Loan Document to which such Guarantor is a party has been duly authorized, executed and delivered by such Guarantor and constitutes a legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(d) the execution, delivery and performance of this Guarantee and each other Loan Document to which it is a party and the grant of Liens by such Guarantor pursuant to the applicable Security Documents will not violate any provision of any Requirement of Law or Contractual Obligation of such Guarantor and will not result in or require the creation or imposition of any Lien on any of the properties or revenues of such Guarantor pursuant to any Requirement of Law or Contractual Obligation of such Guarantor except the Liens created by such Guarantor pursuant to the applicable Security Documents;

(e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of such Guarantor) is required in connection with the execution, delivery, performance, validity or enforceability of this Guarantee or the other Loan

Documents to which it is a party or the grant of Liens by such Guarantor pursuant to the applicable Security Documents. Each Guarantor (i) has all Governmental Approvals, including permits relating to federal, state and local ERISA and labor laws, Environmental Laws, ordinances and regulations required by any applicable law for it to conduct its business, each of which is in full force and effect, and (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other applicable laws relating to it, including, without being limited to, all ERISA and labor laws, all Environmental Laws and all occupational health and safety laws applicable to each Guarantor or its properties, except for instances of noncompliance which would not, singly or in the aggregate, have a Material Adverse Effect;

(f) except as set forth in the Schedule of Litigation, attached to the Credit Agreement, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Guarantor, threatened by or against such Guarantor or against any of its properties or revenues nor, to the knowledge of such Guarantor, is there any basis therefor, (i) with respect to this Guarantee or any other Loan Document to which such Guarantor is a party or any of the transactions contemplated hereby or thereby or (ii) which would, singly or in the aggregate, have a Material Adverse Effect;

(g) such Guarantor has good record and marketable title in fee simple to or valid leasehold interests in all its real property, and good title to all its other property, none of such property other than the Collateral is subject to any Lien except as permitted by the Credit Agreement or which, in the aggregate with all other Liens on all the property, respectively, of the Debtor and the other Guarantors, could not have a Material Adverse Effect, and none of the Collateral owned or leased by such Guarantor is subject to any Lien except as permitted by the Credit Agreement;

(h) such Guarantor has received consideration which is the reasonable equivalent value of the Obligations and liabilities that such Guarantor has incurred hereunder to the Agent and the Banks;

(i) such Guarantor is not insolvent as defined in any applicable state or federal statute, nor will such Guarantor be rendered insolvent by the execution and delivery of this instrument to the Agent and the Banks;

(j) such Guarantor is not engaged or about to engage in any business or transaction for which the assets retained by such Guarantor shall be an unreasonably small capital, taking into consideration the Obligations to the Banks incurred hereunder;

(k) such Guarantor does not intend to, nor does such Guarantor believe that it will, incur debts beyond such Guarantor's ability to pay them as they mature; and

(l) except for the Guarantee Obligation entered into under this Guarantee and except as set forth in Section 7.4 of the Credit Agreement, no other Guarantee Obligations exist.

Each Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by such Guarantor on the date of each Extension of Credit to the Debtor under the Credit Agreement on and as of such date of such Extension of Credit as though made hereunder on and as of such date.

12. FURTHER ASSURANCE. Each Guarantor hereby covenants and agrees with the Agent and the Banks that, from and after the date of this Guarantee until the Obligations are paid in full and the Commitments are terminated, at any time and from time to time, upon the written request of the Agent, and at the sole expense of each Guarantor, each Guarantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Guarantee and of the rights and powers herein granted.

13. SEVERABILITY. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. PARAGRAPH HEADINGS. The paragraph headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

15. NO WAIVER; CUMULATIVE REMEDIES. Neither the Agent nor any Bank shall by any act (except by a written instrument pursuant to paragraph 16 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Agent or any Bank any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Agent or any Bank of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Agent or such Bank would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

16. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS. None of the terms and provisions of this Guarantee may be waived, amended or supplemented or otherwise modified except by a written instrument executed by each Guarantor and the Agent, provided that any provision of this Guarantee may be waived by the Agent and the Banks in a letter or agreement executed by the Agent or by telex or facsimile transmission from the Agent. This Guarantee shall

be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Agent and the Banks and their respective successors and assigns.

17. NOTICES. Notices by the Agent to each Guarantor may be addressed to each Guarantor in care of the Debtor in accordance with the terms of the Credit Agreement.

18. COUNTERPARTS. This Guarantee may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

19. INTEGRATION. This Guarantee represents the agreement of the Guarantors with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agent or any Bank relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

20. AUTHORITY OF AGENT. Each Guarantor acknowledges that the rights and responsibilities of the Agent under this Guarantee with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Guarantee shall, as between the Agent and the Banks, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and each Guarantor, the Agent shall be deemed conclusively to have full and valid authority so to act or refrain from acting on behalf of the Banks, and each Guarantor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

21. GOVERNING LAW. This Guarantee and the rights and obligations of the Guarantors under this Guarantee shall be governed by, and construed in accordance with, the laws of the State of Connecticut.

22. SUBMISSION TO JURISDICTION; WAIVERS. Each Guarantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Guarantee and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the Courts of the State of Connecticut, the courts of the United States of America for the District of Connecticut, and appellate courts from any thereof; and

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.

23. ACKNOWLEDGMENTS. Each Guarantor hereby acknowledges that:

(a) such Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the other Loan Documents to which it is a party;

(b) neither the Agent nor any Bank has any fiduciary relationship to such Guarantor, and the relationship between Agent and Banks, on one hand, and such Guarantor on the other hand, is solely that of debtor and creditor; and

(c) no joint venture exists among the Banks or among such Guarantor and the Banks.

JURY TRIAL WAIVER. EACH GUARANTOR, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THE AGENT, ANY OF THE BANKS, THE DEBTOR AND/OR SUCH GUARANTOR ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN EACH OF THEM AND GUARANTOR IN CONNECTION WITH THE CREDIT AGREEMENT, THIS INSTRUMENT OR ANY REVOLVING CREDIT NOTE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered in Hartford, Connecticut by its duly authorized officer as of the day and year first above written.

CAPITAL STAFFING FUND, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: President

OUTSOURCE FRANCHISING, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: Assistant Secretary

SYNADYNE I, INC., F/K/A LABOR WORLD OF
HOUSTON, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: Vice President

SYNADYNE II, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: Vice President

SYNADYNE III, INC., F/K/A LABOR WORLD OF
AMERICA, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: Vice President

SYNADYNE IV, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: Vice President

SYNADYNE V, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: Vice President

EMPLOYEES INSURANCE SERVICES, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: President

OUTSOURCE INTERNATIONAL OF AMERICA, INC.

By: /s/ PAUL BURRELL
    ---------------------------
Name: Paul Burrell
Title: President

EXHIBIT 10.24

TRADEMARK SECURITY AGREEMENT

AGREEMENT dated as of February 21, 1997 made by OUTSOURCE FRANCHISING, INC., and OUTSOURCE INTERNATIONAL, INC., both Florida corporations (each individually a "Grantor," and collectively, the "Grantors"), in favor of BANK OF BOSTON CONNECTICUT, as Agent under the Credit Agreement (as defined herein), for the benefit of the Agent and the ratable benefit of the Banks from time to time parties to the Credit Agreement (the "Secured Party").

W I T N E S S E T H:

WHEREAS, OutSource International, Inc. and Secured Party are parties to a Credit Agreement, dated as of the date hereof and certain agreements and instruments entered into pursuant thereto (the "Loan Documents") pursuant to which Secured Party may, in its discretion, make certain loans and credit accommodations to OutSource International, Inc.; and

WHEREAS, Secured Party's willingness to enter into the Loan Documents and make the loans and credit accommodations available thereunder is subject to the condition, among others, that the Grantors execute and deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and for One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in addition to, and not in limitation of, any rights of Secured Party under the Loan Documents, each of the Grantors hereby agrees, jointly and severally, for the benefit of Secured Party as follows:

1. DEFINITIONS; RULES OF INTERPRETATION.

1.1 For the purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings ascribed thereto in the Credit Agreement. In addition, the following terms shall also have any meanings set forth elsewhere in this Trademark Agreement.

"APPLICATIONS" shall have the meaning ascribed to such term in the Credit Agreement.

"ASSOCIATED GOODWILL" shall mean all goodwill of each of the Grantors or their businesses, products and services appurtenant to, associated with or symbolized by the Trademarks and/or the use thereof.

"BANKS" shall have the meaning ascribed to such term in the Credit Agreement.

"COLLATERAL" shall have the meanings ascribed to that term in the OI Security Agreement

and the Subsidiary Security Agreement.

"CREDIT AGREEMENT" shall mean the Credit Agreement dated of even date herewith among OutSource International, Inc., the Banks from time to time parties thereto and Bank of Boston Connecticut, as Agent, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"EVENT OF DEFAULT" shall have the meaning ascribed to such term in the Credit Agreement.

"LOAN DOCUMENTS" shall mean the Credit Agreement, the Notes, the Applications, the OI Pledge Agreement, the OI Security Agreement, the Subsidiary Guarantee and the Subsidiary Security Agreement together with any and all other instruments, documents and agreements executed and delivered by either Grantor or the Subsidiaries from time to time in connection with the indebtedness evidenced by the Credit Agreement and the Notes, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"NOTES" shall have the meaning ascribed to such term in the Credit Agreement.

"PROCEEDS" shall mean any consideration received from the sale, exchange, license, lease or other transfer or disposition of any right, interest, asset or property which constitutes Trademark Collateral, any value received as a consequence of the ownership, possession, or use of any Trademark Collateral, and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft or other involuntary conversion of whatever nature of any right, interest, asset or property which constitutes Trademark Collateral.

"OI PLEDGE AGREEMENT" shall mean the OI Pledge Agreement dated of even date herewith made by OutSource International, Inc. in favor of Bank of Boston Connecticut, as Agent under the Credit Agreement for the benefit of Agent and for the ratable benefit of the Banks that from time to time are parties to the Credit Agreement, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"OI SECURITY AGREEMENT" shall mean the OI Security Agreement dated of even date herewith made by OutSource International, Inc. in favor of Bank of Boston Connecticut, as Agent under the Credit Agreement for the benefit of the Agent and the ratable benefit of the Banks that from time to time are parties to the Credit Agreement, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"OBLIGATIONS" shall have the meaning ascribed to it in the OI Pledge Agreement, the OI Security Agreement, and the Subsidiary Security Agreement.

"PTO" shall mean the United States Patent and Trademark Office.

"RELATED ASSETS" shall mean all assets, rights and interests of each Grantor which uniquely reflect or embody the Associated Goodwill, including but not limited to the following: all patents, inventions, copyrights, trade secrets, confidential information, formulae, algorithms, methods, processes, compounds, know-how, operating systems, drawings, descriptions, formulations, manufacturing and production and delivery procedures, quality control procedures, product and service specifications, catalogs, price lists, and advertising materials, relating to the manufacture, production, delivery, provision, licensing and sale of goods or services under or in association with any of the Trademarks, and all books and records describing or used in connection with any or all of the foregoing.

"SUBSIDIARY" shall have the meaning ascribed to such term in the Credit Agreement.

"SUBSIDIARY GUARANTEE" shall mean the Subsidiary Guarantee dated of even date herewith made by each of the corporations signatory thereto in favor of Bank of Boston Connecticut, as Agent under the Credit Agreement for the benefit of the Agent and the ratable benefit of the Banks that from time to time are parties to the Credit Agreement, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"SUBSIDIARY SECURITY AGREEMENT" shall mean the Subsidiary Security Agreement dated of even date herewith made by the corporations that are signatory thereto in favor of Bank of Boston Connecticut, as Agent under the Credit Agreement for the benefit of the Agent and the ratable benefit of the Banks that from time to time are parties to the Credit Agreement, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"TRADEMARK AGREEMENT" shall mean this Trademark Security Agreement, as the same may hereafter be amended, modified, supplemented or restated from time to time.

"TRADEMARKS" shall mean all of the trademarks, service marks, designs, logos, indicia, trade names, corporate names, company names, business names, fictitious business names, trade styles, elements of package or trade dress, and/or other source and/or product or service identifiers, and general intangibles of like nature, used or associated with or appurtenant to the products, services and business of each Grantor, including, without limitation,
(i) the Trademark Registrations which are set forth on Schedule A attached hereto, or (ii) have been adopted, acquired, owned, held or used by either Grantor and are now owned, held or used by either Grantor, in either Grantor's businesses, or with either Grantor's products and services, or in which either Grantor have any right, title or interest, or (iii) are in the future adopted, acquired, owned, held and/or used by either Grantor in either Grantor's businesses or with either Grantor's products and services, or in which either Grantor in the future acquires any right, title or interest.

"TRADEMARK COLLATERAL" shall mean all of each Grantor's right, title and interest (to the extent each Grantor has any such right, title or interest) in and to all of the Trademarks, the Trademark Registrations, the Trademark Rights, the Associated Goodwill, the Related Assets,

and all additions, improvements and accessions to, substitutions for, replacements of, and all products and Proceeds (including insurance proceeds) of any and all of the foregoing.

"TRADEMARK REGISTRATIONS" shall mean all past, present or future federal, state, local and foreign registrations of the Trademarks (and all renewals and extensions of such registrations), all past, present and future applications for any such registrations of the Trademarks (and any such registrations thereof upon approval of such applications), together with the right (but not the obligation) to apply for such registrations (and prosecute such applications) in the name of either Grantor or Secured Party, and to take any and all actions necessary or appropriate to maintain such registrations in effect and/or renew and extend such registrations.

"TRADEMARK RIGHTS" shall mean any and all past, present or future rights in, to and associated with the Trademarks throughout the world, whether arising under federal law, state law, common law, foreign law or otherwise, including but not limited to the following: all such rights arising out of or associated with the Trademark Registrations; the right (but not the obligation) to register claims under any state, federal or foreign trademark law or regulation; the right (but not the obligation) to sue or bring opposition or cancellation proceedings in the name of either Grantor or Secured Party for any and all past, present and future infringements or dilution of or any other damages or injury to the Trademarks, the Trademark Rights, or the Associated Goodwill, and the rights to damages or profits due or accrued arising out of or in connection with any such past, present or future infringement, dilution, damage or injury.

"USE" of any Trademark shall include all uses of such Trademark by, for or in connection with either Grantor or their businesses or for the direct or indirect benefit of either Grantor or their businesses, including but not limited to all such uses by either of the Grantors themselves, by any of the affiliates of either Grantor, or by any licensee or contractor of either Grantor.

1.2 UCC Terms. Unless otherwise defined herein, in the Credit Agreement or in the other Loan Documents, the terms used in Article 9 of the Uniform Commercial Code of the State of Connecticut are used herein as therein defined.

2. GRANT OF SECURITY; COLLATERAL ASSIGNMENT.

2.1 GRANT OF SECURITY INTEREST. As collateral security for the complete and timely payment, performance and satisfaction of all Obligations, each Grantor hereby unconditionally grants to Secured Party a continuing security interest in and first priority lien on the Trademark Collateral, and pledges, mortgages and hypothecates (but does not transfer title to) the Trademark Collateral to Secured Party.

2.2 COLLATERAL ASSIGNMENT.

(a) In addition to, and not by way of limitation of, the grant, pledge, mortgage and

hypothecation of the Trademark Collateral provided in Section 2.1, each Grantor hereby grants, assigns, transfers, conveys and sets over to Secured Party its entire right, title and interest in and to the Trademark Collateral; provided, however, that such grant, assignment, transfer and conveyance shall be and become of force and effect only upon the sale or other disposition of or foreclosure upon the Collateral pursuant to the Loan Documents and Article 9 of the Uniform Commercial Code (including the transfer or other disposition of the Collateral by either Grantor to Secured Party in lieu of foreclosure). The foregoing grant, assignment, transfer and conveyance shall be referred to from time to time herein as the "Section 2.2 Assignment."

(b) Each Grantor expressly acknowledges to Secured Party and agrees that on the date of this Trademark Agreement the Grantors delivered the OI Security Agreement and the Subsidiary Security Agreement pursuant to which each Grantor unconditionally granted to Secured Party a continuing security interest in and first priority lien on the Collateral (including the Trademark Collateral). The OI Security Agreement and the Subsidiary Security Agreement and all rights and interests of Secured Party in and to the Collateral (including the Trademark Collateral) thereunder, are hereby ratified, confirmed, adopted and approved. In no event shall this Trademark Agreement, the Section 2.2 Assignment of the Trademark Collateral hereunder, or the recordation of this Trademark Agreement (or any document hereunder) with the PTO, adversely affect or impair, in any way or to any extent, the Loan Documents, the security interest of Secured Party in the Collateral (including the Trademark Collateral) pursuant to the Loan Documents, the attachment and perfection of such security interest under the Uniform Commercial Code, or the present or future rights and interests of Secured Party in and to the Collateral under or in connection with the Loan Documents, this Trademark Agreement and/or the Uniform Commercial Code. Any and all rights and interests of Secured Party in and to the Trademark Collateral (and any and all obligations of each Grantor with respect to the Trademark Collateral) provided herein, or arising hereunder or in connection herewith, shall only supplement and be cumulative and in addition to the rights and interests of Secured Party (and the obligations each Grantor) in, to or with respect to the Collateral (including the Trademark Collateral) provided in or arising under or in connection with the Loan Documents.

2.3 EFFECT OF SECTION 2.2 ASSIGNMENT. Upon the effectiveness of the Section 2.2 Assignment, Secured Party shall own the entire right, title and interest in and to the Trademark Collateral, free and clear of any lien, charge, encumbrance or claim of either Grantor or any other party. Upon such effectiveness, in addition to all other rights and remedies of Secured Party, whether under law, the Loan Documents or otherwise (all such rights and remedies being cumulative, not exclusive, and enforceable alternatively, successively or concurrently, without notice to or

consent by either Grantor except as expressly provided otherwise herein), Secured Party's rights and remedies with respect to the Trademark Collateral, shall include but not be limited to the following, without payment of royalty or compensation of any kind to either Grantor except as expressly provided otherwise herein:

(a) Secured Party may exercise, in respect of the Trademark Collateral, all the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not such Code applies to the affected Trademark Collateral) or other law applicable to any part of the Trademark Collateral.

(b) Secured Party may operate the business of each Grantor using the Trademark Collateral.

(c) Secured Party may, to the same extent that either Grantor has the right to do so immediately prior to the effectiveness of the
Section 2.2 Assignment, license or sublicense, whether general, special or otherwise and whether on an exclusive or nonexclusive basis, any of the Trademark Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Secured Party shall in its sole discretion determine.

(d) Secured Party may exercise any and all rights and remedies otherwise granted hereunder or otherwise under the OI Security Agreement and the Subsidiary Security Agreement.

2.4 In addition to the foregoing, in order to implement the assignment, sale, transfer or other disposition of any of the Trademark Collateral pursuant to
Section 2.3 hereof, Secured Party may, pursuant to the authority granted in the power of attorney provided in Section 6 hereof (such authority becoming effective upon the occurrence and during the continuation of an Event of Default), execute and deliver on behalf of each of the Grantors one or more instruments of assignment of the Trademark Collateral, in form suitable for filing, recording or registration in any jurisdiction or country.

2.5 EFFECT OF SECTION 2.2 ASSIGNMENT - GRANTORS' OBLIGATIONS.

(a) Upon the effectiveness of the Section 2.2 Assignment provided herein, neither Grantor shall have any right, title or interest in or to any of the Trademark Collateral, and each Grantor shall immediately cease and desist in the use of the Trademarks or any colorable imitation thereof, and shall, upon written demand of Secured Party, deliver to Secured Party (or Secured Party's designee) all unused or unsold goods bearing the Trademarks. This provision is not intended to terminate any licenses and rights theretofore granted by either Grantor in accordance with and as permitted by the terms of this Trademark Agreement.

(b) In addition, upon the effectiveness of the Section 2.2 Assignment provided herein, upon the written demand of Secured Party, each Grantor shall execute and deliver to Secured Party an assignment or assignments of the Trademark Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Trademark Agreement; provided that the failure of either Grantor to comply with such demand will not impair or affect the validity of the Section 2.2 Assignment. Each Grantor agrees that any such assignment (including a Section 2.2 Assignment) and/or any recording thereof shall be applied to reduce the Obligations outstanding only to the extent that Secured Party actually receives cash proceeds in respect of the assignment, sale, license, transfer or disposition of, or other realization upon, the Trademark Collateral.

2.6 NO OBLIGATIONS OF SECURED PARTY. Nothing herein contained shall be construed as obligating Secured Party to take any of the foregoing actions at any time.

2.7 COSTS AND APPLICATION OF PROCEEDS. Each Grantor agrees to pay when due all reasonable costs incurred in any license, assignment, sale, transfer or other disposition of all or any portion of the Trademark Collateral to or by Secured Party, including any taxes, fees and reasonable attorneys' fees, and all such costs shall be added to the Obligations. Secured Party may apply the Proceeds actually received from any such license, assignment, sale, transfer, other disposition or other collection or realization, to the reasonable out-of-pocket costs and expenses thereof; including, without limitation, reasonable attorneys' fees and all reasonable legal, travel and other expenses which may be incurred or paid by Secured Party in protecting or enforcing its rights upon or under this Trademark Agreement, the Trademark Collateral, the Collateral or the Obligations, and any proceeds remaining shall be held by Secured Party as collateral for, and/or then or at any time thereafter applied to the Obligations, in accordance with the Loan Documents; and each Grantor shall remain liable and will pay Secured Party on demand any deficiency remaining, together with interest thereon at a rate equal to the highest rate then payable on the Obligations and the balance of any expenses unpaid. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Obligations shall be paid over to the Grantors or to whomsoever may be lawfully entitled to receive such surplus.

2.8 LICENSE. In addition to, and not by way of limitation of; all other rights of Secured Party and obligations of each of the Grantors pursuant to this Trademark Agreement and the other Loan Documents, upon the effectuation of a
Section 2.2 Assignment, Secured Party shall hold an exclusive fully paid-up, irrevocable and perpetual, worldwide right and license to make use, practice and sell (or license or otherwise transfer to third persons) the Trademark Collateral for the exclusive purpose of (and to the extent necessary and sufficient for) the full and complete enjoyment and exercise of and realization upon the rights, remedies and interests of the Secured Party pursuant to this Trademark Agreement and the other Loan Documents.

3. REPRESENTATIONS AND WARRANTIES. Each Grantor represents and warrants to, and covenants and agrees with, Secured Party, as follows:

3.1 SCHEDULES OF TRADEMARKS. Set forth on Schedule A hereto is a true and complete list of all presently owned Trademarks and Trademark Registrations of each Grantor. Schedule A comprises a true and complete list of all presently owned Trademarks and Trademark Registrations. All other agreements applicable to the Trademarks are the valid and binding obligations of all of the parties thereto, enforceable against each of such parties in accordance with their respective terms (provided that, with respect to any such parties other than the Grantors and their affiliates, such representation and warranty is made to the best of each of the Grantors' knowledge and belief).

3.2 TITLE. Each of the Grantors is and will continue to be the sole and exclusive owner of the entire legal and beneficial right, title and interest in and to the Trademarks (except for licenses and rights granted in the ordinary course of business) and sufficient Trademark Collateral to preserve its rights in the Trademarks, free and clear of any lien, charge, security interest or other encumbrance, except for the security interest and conditional assignment created by this Trademark Agreement and the other Loan Documents, and except for liens and encumbrances explicitly permitted pursuant to the Loan Documents. To the extent deemed necessary or appropriate by each Grantor in its reasonable business judgment, each Grantor will defend its right, title and interests in and to the Trademarks and the Trademark Collateral against any and all claims of any third parties.

3.3 VALIDITY AND ENFORCEABILITY. The Trademarks and the Trademark Registrations and Trademark Rights related thereto are subsisting, and have not been adjudged invalid or unenforceable; to the best of each Grantor's knowledge and belief, all of the Trademarks and the Trademark Registrations and Trademark Rights related thereto are valid and enforceable; neither Grantor has received any written claim by any third party that any of the Trademarks and the Trademark Registrations and Trademark Rights related thereto are invalid or unenforceable.

3.4 EXCLUSIVE RIGHT TO USE. To the best of each Grantor's knowledge and belief, the Grantors have, and shall continue to have, the exclusive right to use all the Trademarks in the manner in which they are now used, with the goods and services with which they are now used (and, in the case of registered Trademarks, for which they are registered), and throughout the geographic areas in which they are now used (and, in the case of registered Trademarks, throughout the jurisdictions in which they are registered), free and clear of any liens, charges, encumbrances, claims or rights of any third party, or restrictions on the rights of each Grantor to protect or enforce any of its Trademark Rights against any third party.

3.5 NO FINANCING STATEMENTS. ETC. There is not on file in any governmental or regulatory authority, agency or recording office, in the United States or to either Grantor's knowledge in any foreign country, any effective financing statement, security agreement, assignment, license

or transfer or notice of any of the foregoing (other than those that have been filed in favor of Secured Party) covering any of the Trademark Collateral, and neither Grantor is aware of any such filing, other than those for which duly executed termination statements have been delivered to Secured Party. So long as this Trademark Agreement shall be in effect, neither Grantor shall execute or knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except financing statements or other documents or instruments filed or to be filed in favor of Secured Party).

3.6 AFTER-ACQUIRED TRADEMARK COLLATERAL. Each Grantor agrees that, upon its commencement of Use of or acquisition of any right, title or interest in or to any Trademark, Trademark Registration or Trademark Right (including any variations or new versions of such scheduled Trademarks, Trademark Registrations and Trademark Rights), or upon commencement of Use of any Trademark with (or the addition to any Trademark Registration of) any new class of goods or services, the provisions of this Trademark Agreement shall automatically apply thereto. Secured Party shall be authorized to amend Schedule A as appropriate, to include additional Trademark Registrations without the necessity for either Grantor's approval of or signature to such amendment, and each Grantor shall do all such other acts (at its own expense) deemed necessary or appropriate by Secured Party to implement and preserve Secured Party's interest therein (including but not limited to executing and delivering, and recording in all places where this Trademark Agreement or notice hereof is recorded, an appropriate counterpart of this Trademark Agreement). Any additional Trademarks, Trademark Registrations and Trademark Rights shall be automatically included in the "Trademarks," "Trademark Registrations" and "Trademark Rights" as defined herein. Upon the registration of a new Trademark, each of the Grantors shall provide to Secured Party a new Schedule A which shall amend, supplement or otherwise modify and update the prior Schedule to the then current date, and such updated Schedule A shall automatically be deemed to be a part of this Trademark Agreement.

4. RIGHTS OF AND LIMITATIONS ON SECURED PARTY. It is expressly agreed by each of the Grantors that each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it relating to the Trademark Collateral. Secured Party shall not have any contractual obligation or liability under or in relation to the Trademark Collateral by reason of, or arising out of, this Trademark Agreement and Secured Party's rights hereunder, or the assignment by each of the Grantors to Secured Party of, or the receipt by Secured Party of, any payment relating to any Trademarks, nor shall Secured Party be required or obligated in any manner to perform or fulfill any of the obligations of either Grantor relating to the Trademark Collateral or be liable to any party on account of either Grantor's use of the Trademark Collateral, and each of the Grantors will save, indemnify and keep Secured Party harmless from and against all expense, loss or damage (including reasonable attorneys fees and expenses) suffered in connection with such obligations or use or suffered in connection with any suit, proceeding or action brought by Secured Party in connection with any Trademark Collateral.

5. PRESERVATION OF TRADEMARK COLLATERAL; COOPERATION OF THE GRANTORS. Without limiting the obligations of each Grantor under the Loan Documents, each Grantor shall take such actions as are necessary to preserve and maintain its rights in and to the Trademark Collateral. Upon the request of Secured Party, each Grantor shall execute, acknowledge and deliver all documents and instruments and take such other actions, including without limitation testifying in any legal or administrative proceedings, as may be necessary or desirable to preserve or enforce its rights in and to the Trademark Collateral or to accomplish the purposes of this Trademark Agreement or the other Loan Documents.

6. SECURED PARTY'S APPOINTMENT AS ATTORNEY-IN-FACT.

6.1 APPOINTMENT OF SECURED PARTY. Each Grantor hereby irrevocably constitutes and appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantor and in the name of the Grantor or in its own name, from time to time in Secured Party's discretion, for the purpose of carrying out the terms of this Trademark Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Trademark Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of the Grantor upon and during the continuance of an Event of Default, without notice to or assent by the Grantor, to do the following:

(a) to apply for and prosecute any applications for recording or registrations of any Trademark Collateral, and to file any affidavits or other documents necessary or desirable to preserve, maintain or renew any such registrations;

(b) to assign, sell or otherwise dispose of all or any part of the Grantor's right, title and interest in and to the Trademark Collateral, including without limitation the Trademarks listed on Schedule A, and all registrations and recordings thereof and pending applications therefor, provided that Secured Party will give the Grantor not less than ten (10) days' prior written notice of the time and place of any sale or intended deposition thereof in accordance with the OI Security Agreement and the Subsidiary Security Agreement of even date between the Grantors and Secured Party;

(c) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to enforce any right in respect of any Trademark; to defend any suit, action or proceeding brought against the Grantor with respect to any Trademark Collateral; to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Secured Party may deem appropriate;

(d) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Trademarks as fully and completely as though Secured Party were the absolute owner thereof for all purposes provided that Secured Party will give the Grantor not less than ten (10) days' prior written notice of the time and place of any sale or intended deposition thereof in accordance with the OI Security Agreement and the Subsidiary Security Agreement of even date between the Grantors and Secured Party;

(e) to do, at Secured Party's option and the Grantor's expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Trademark Collateral and Secured Party's security interests therein, in order to effect the intent of this Trademark Agreement; and

(f) to execute any and all documents, statements, certificates or other writings necessary or advisable in order to effect the purposes described above as Secured Party may in its sole discretion determine.

Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

6.2 NO DUTY OR OBLIGATION. The powers conferred on Secured Party hereunder are solely to protect the interests of Secured Party in the Trademark Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to either of the Grantors for any act or failure to act, except for its own willful misconduct taken or omitted in bad faith.

7. PERFORMANCE BY SECURED PARTY OF THE GRANTORS' OBLIGATIONS, INDEMNIFICATION.

7.1 SECURED PARTY'S ACTIONS. If either Grantor fail to perform or comply with any of their agreements contained herein and Secured Party, as provided for by the terms of this Trademark Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Secured Party incurred in connection with such performance or compliance shall be paid by either of the Grantors on demand and until so paid shall be added to the principal amount of the Obligations and shall bear interest at the same rate as the Obligations under the Loan Documents.

7.2 INDEMNIFICATION. Each Grantor shall indemnify and hold harmless Secured Party from and against, and shall pay to Secured Party on demand, any and all claims, actions, suits, judgments, penalties, losses, damages, costs, disbursements, expenses, obligations or liabilities

of any kind or nature (except those resulting from Secured Party's gross negligence or willful misconduct) arising in any way out of or in connection with this Trademark Agreement, the Trademark Collateral, custody, preservation, use, operation, sale, license (or other transfer or disposition) of the Trademark Collateral, any alleged infringement of the intellectual property rights of any third party, the production, marketing, delivery and sale of the goods and services provided under or in connection with any of the Trademarks or the Trademark Collateral, the sale of, collection from or other realization upon any of the Trademark Collateral, the failure of either Grantor to perform or observe any of the provisions hereof, or matters relating to any of the foregoing. Each Grantor shall also indemnify and hold harmless Secured Party against any claims, actions, suits, judgments, penalties, losses, damages, costs, disbursements, expenses, obligations or liabilities arising out of or in connection with any fault, negligence, act or omission of either Grantor (regardless of whether such fault, negligence, act or omission occurred or occurs prior to or after such effectiveness). Neither Grantor shall make any claim against Secured Party for or in connection with the exercise or enforcement by Secured Party of any right or remedy granted to it hereunder, or any action taken or omitted to be taken by Secured Party hereunder (except for the gross negligence or willful misconduct of Secured Party).

8. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an Event of Default:

(a) The failure of either Grantor to pay any amount on the date or in the manner required hereunder;

(b) The default of either Grantor in the due performance or observance of any other covenant, condition or provision to be performed or observed by it hereunder; or

(c) The occurrence of an Event of Default under the Loan Documents.

9. REMEDIES, RIGHTS UPON DEFAULT. If an Event of Default occurs and is continuing:

(a) Secured Party may exercise for the benefit of Secured Party, in addition to all other rights and remedies granted in the Loan Documents, in this Trademark Agreement, and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC.

(b) Secured Party may exercise, with respect to the Trademark Collateral, all of the rights and remedies granted to it under the OI Security Agreement and the Subsidiary Security Agreement with respect to the Collateral (as defined therein).

(c) To the extent that it may lawfully do so, each Grantor agrees that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or of any appraisement, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Trademarks or any part thereof shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Trademark Agreement or the Obligations and hereby expressly waives all benefit or advantage of any such laws and covenants that it will not hinder, delay or impede the execution of any power granted or delegated to Secured Party in this Trademark Agreement, but will suffer and permit the execution of every such power as though no such laws were in force.

(d) Each Grantor shall be responsible for any and all expenses, including reasonable attorneys' fees and expenses, incurred or paid by Secured Party in protecting or enforcing any rights of Secured Party hereunder. Secured Party shall also have the right to pay all other sums deemed necessary or desirable by it for the preservation and protection of the Trademarks, or for the realization thereupon, including taxes, insurance, application and renewal fees, and any other fees or costs. All such sums so paid by Secured Party shall be "Obligations" within the meaning of this Trademark Agreement, due upon demand.

10. NOTICES. Except as otherwise specified herein, all notices, requests, demands or other communications to or on either Grantor or Secured Party shall be in writing (including teletransmissions), and shall be given or made as provided in the Loan Documents.

11. SEVERABILITY. Any provision herein that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. NO WAIVER OF RIGHTS. No failure to exercise nor any delay in exercising, on the part of Secured Party, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege operate as a waiver of any further or complete exercise thereof. No waiver shall be effective unless in writing. No waiver or condonation of any breach on one occasion shall be deemed a waiver or condonation on any other occasion.

13. CUMULATIVE REMEDIES. This Trademark Agreement and the obligations of each of the Grantors hereunder are in addition to and not in substitution for any other obligations or security interests now or hereafter held by Secured Party and shall not operate as a merger of any contract or debt or suspend the fulfillment of or affect the rights, remedies, powers, or privileges

of Secured Party in respect of any obligation or other security interest held by it for the fulfillment thereof. The rights and remedies provided hereunder are cumulative and not exclusive of any other rights or remedies provided by law or under the Loan Documents.

14. SPECIFIC ENFORCEMENT. Due to the unique nature of the Trademark Collateral, and in order to preserve its value, each of the Grantors agrees that the Grantors' agreements, duties and obligations under this Trademark Agreement shall be subject to specific enforcement and other appropriate equitable orders and remedies.

15. SUCCESSORS. This Trademark Agreement shall be binding upon and inure to the benefit of the Grantors, Secured Party and their respective successors and assigns, except that neither Grantor may assign or transfer its rights or obligations hereunder without the prior written consent of Secured Party. Secured Party may from time to time assign its rights and delegate its obligations, in which event each Grantor shall only have recourse to the assignee for the performance of Secured Party's obligations that have been so delegated.

16. GOVERNING LAW. This Trademark Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Connecticut without reference to its choice or conflict of laws, rules or principles.

17. COUNTERPARTS. This Trademark Agreement may be executed by one or more of the parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

18. DESCRIPTIVE HEADINGS. The captions in this Trademark Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

19. WAIVER OF TRIAL BY JURY. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR AS TO THE VALIDITY, PROTECTION, INTERPRETATION, ADMINISTRATION, COLLECTION OR ENFORCEMENT HEREOF OR THEREOF OR PURSUANT TO THE LOAN DOCUMENTS, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING BETWEEN GRANTORS AND AGENT.

20. SUBMISSION TO JURISDICTION; WAIVERS. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) SUBMIT FOR THEMSELVES AND THEIR PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS TRADEMARK AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NONEXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF CONNECTICUT, THE COURTS OF THE UNITED STATES

OF AMERICA FOR THE DISTRICT OF CONNECTICUT, AND APPELLATE COURTS FROM ANY THEREOF; AND (B) CONSENT THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVE ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREE NOT TO PLEAD OR CLAIM THE SAME.

IN WITNESS WHEREOF, each Grantor has caused this Trademark Agreement to be executed by its duly authorized officer as of the date first written above.

Witness:                                    OUTSOURCE FRANCHISING, INC.



/s/ [ILLEGIBLE]                             /s/ ROBERT LEFCORT
                                            -------------------------------
                                            Name: Robert Lefcort
                                            Title: President

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK FEBRUARY 21, 1997

Then personally appeared the above-named ROBERT LEFCORT and stated that he is a duly authorized officer of OutSource Franchising, Inc., and acknowledged the foregoing to be his free act and deed and the free act and deed of said corporation, before me,

/s/ JENNIFER K. SUTTON
---------------------------------
JENNIFER K. SUTTON
MY COMMISSION EXPIRES 12/2/99

IN WITNESS WHEREOF, each Grantor has caused this Trademark Agreement to be executed by its duly authorized officer as of the date first written above.

Witness:                                    OUTSOURCE INTERNATIONAL, INC.


/s/ [ILLEGIBLE]                             /s/ ROBERT LEFCORT
                                            -------------------------------
                                            Name: Robert Lefcort
                                            Title: President

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK FEBRUARY 21, 1997

Then personally appeared the above-named ROBERT LEFCORT and stated that he is a duly authorized officer of OutSource International Inc., and acknowledged the foregoing to be his free act and deed and the free act and deed of said corporation, before me,

/s/ JENNIFER K. SUTTON
---------------------------------
JENNIFER K. SUTTON
MY COMMISSION EXPIRES 12/2/99

               TRADEMARKS, TRADEMARK REGISTRATIONS, SERVICE MARKS

A.       OUTSOURCE FRANCHISING, INC.:

TRADEMARKS REGISTERED AT FEDERAL LEVEL:
------------------------------------------------------------------------------------------------------------------------------
       TRADEMARK              REEL AND FRAME            DATE RECORDED            REGISTRATION             SERIAL NUMBER
                                                                                    NUMBER
------------------------------------------------------------------------------------------------------------------------------
      LABOR WORLD                1410/0413            November 17, 1995            1,956,465                74-657,768
------------------------------------------------------------------------------------------------------------------------------
      LABOR WORLD                1410/0413            November 17, 1995            1,843,149                74-403,910
------------------------------------------------------------------------------------------------------------------------------
      OFFICE OURS                1410/0413            November 17, 1995            1,976,113                74-626,313
      Design only
------------------------------------------------------------------------------------------------------------------------------
       SYNADYNE                                                               Pending - Published           74-703,925
                                                                                for Opposition
                                                                                 (Applicant is
                                                                                   OutSource
                                                                              Franchising, Inc.)
------------------------------------------------------------------------------------------------------------------------------
       SYNADYNE                  1410/0413            November 17, 1995            1,960,796                74-467,584
------------------------------------------------------------------------------------------------------------------------------
      SYNADYNE A                                                              Pending - Published           74-721,079
     PROFESSIONAL                                                               for Opposition
       EMPLOYER                                                                  (Applicant is
                                                                                   OutSource
                                                                              Franchising, Inc.)
------------------------------------------------------------------------------------------------------------------------------
      Design only                                                              Pending; Approval            74-704,231
                                                                                for Publication
------------------------------------------------------------------------------------------------------------------------------
         HIGH                                                                  Pending; Response            74-703,943
      EFFICIENCY                                                                after Non-Final
       STAFFING                                                                Action - Entered
       SOLUTIONS
------------------------------------------------------------------------------------------------------------------------------
      OFFICE OURS                1410/0413            November 17, 1995            2,009,427                74-608,271
------------------------------------------------------------------------------------------------------------------------------
         LABOR                   1410/0413            November 17, 1995       Pending; Published            74-594,038
     TECHNOLOGIES                                                               for Opposition;
                                                                              Statement of Intent
                                                                                   to Use -
                                                                              Application; Intent
                                                                               to Use - Current
------------------------------------------------------------------------------------------------------------------------------
     OFFICE HOURS                1427/0357            January 29, 1996             1,834,868               74-271, 823
         PLUS
------------------------------------------------------------------------------------------------------------------------------
        TANDEM                                                                  Applied for on
                                                                                    2/11/97
------------------------------------------------------------------------------------------------------------------------------

TRADEMARKS REGISTERED AT STATE LEVEL:

NONE

B.       OUTSOURCE INTERNATIONAL, INC.:

TRADEMARKS REGISTERED AT FEDERAL LEVEL:
------------------------------------------------------------------------------------------------------------------------------
       TRADEMARK              REEL AND FRAME            DATE RECORDED            REGISTRATION             SERIAL NUMBER
                                                                                    NUMBER
------------------------------------------------------------------------------------------------------------------------------
       OUTSOURCE                 1410/0410            November 17, 1995            2,009,431                74-609,128
     INTERNATIONAL
     THE LEADER IN
         HUMAN
       RESOURCES
------------------------------------------------------------------------------------------------------------------------------
       OUTSOURCE                 1410/0410            November 17, 1995       Pending: Non-Final            74-608,270
     INTERNATIONAL                                                             Action - Mailed;
                                                                                Intent to Use -
                                                                                  Application
------------------------------------------------------------------------------------------------------------------------------
          OSI                                                                 Pending - Published           75-034,925
                                                                                for Opposition;
                                                                              Registration Review
                                                                              Complete; Intent to
                                                                              Use - Application;
                                                                                Intent to Use -
                                                                                    Current
------------------------------------------------------------------------------------------------------------------------------

Registered in:    STATE             DATE REGISTERED   REGISTRATION NUMBER
                  -----             ---------------   -------------------
                  Alabama           8/30/96           106,818
                  California        7/18/96           46,338
                  Connecticut       11/4/96           10,058
                  Florida           8/5/96            T96,912
                  Georgia           6/21/96           S15,761
                  Idaho             6/21/96           15,373
                  Illinois          6/27/96           78,646
                  Indiana           6/27/96           50,103,871
                  Kentucky          6/20/96           11,298
                  Louisiana         6/20/96           N/A

                  Massachusetts     8/23/96           53,157
                  Michigan          8/15/96           M01,254
                  Minnesota         6/24/96           25,108

                  Mississippi       7/2/96            N/A
                  Missouri          6/21/96           S13,639
                  Nevada            8/9/96            Filing Book: 29 page 295
                  New Hampshire     8/6/96            Filing Book: 92 page 121
                  New Jersey        8/6/96            S,M14,112
                  Ohio              9/9/96            S,M69,770
                  Oregon            6/28/96           S30,703
                  South Carolina    8/20/96           N/A
                  Tennessee         8/14/96           N/A
                  Virginia          8/22/96           3358

(2)      OUTSOURCE INTERNATIONAL

Registered in: STATE                DATE REGISTERED  REGISTRATION NUMBER
               -----                ---------------  -------------------
                  Utah              8/12/96          36,604

EXHIBIT 10.25

OUTSOURCE INTERNATIONAL, INC.

SUBORDINATED NOTE

$325,000.00 Boston, Massachusetts February 21, 1997

FOR VALUE RECEIVED, OUTSOURCE INTERNATIONAL, INC., a corporation organized and existing under the laws of the state of Florida (the "Company"), hereby promises to pay Paul Burrell (together with any subsequent holder of this Note, the "Obligee") the principal sum of Three Hundred Twenty-Five Thousand and 00/100 Dollars ($325,000.00), with interest in arrears on the unpaid principal balance from time to time outstanding from the date hereof until due and payable at the rate provided in section 1(a) hereof. Each holder of this Note, by acceptance hereof, agrees to and shall be bound by the provisions of this Note, including without limitation, the subordination provisions in Section 2 hereof.

1. TERMS OF NOTE.

(a) INTEREST AND PRINCIPAL. This Note shall bear interest on the outstanding principal balance hereof at the rate of ten percent (10%) per annum (computed not the basis of a 365-day year). All interest under this Note from the date hereof to May 21, 1999, shall be paid quarterly beginning May 1, 1997, and thereafter principal and interest shall be due and payable in twelve (12) equal quarterly installments of $31,333.98. Except as otherwise set forth in this Agreement, all payments of principal and interest hereunder shall be made by the Company in lawful money of the United States of America in immediately available funds on the date such payment is due at the address of the Obligee on the books of the Company or such other place as the holder hereof shall designate to the Company in writing.

(b) NO PREPAYMENT. This Note shall not be prepaid until the Senior Indebtedness (as defined below) shall have been paid in full in cash and the Credit Agreement (as defined below) shall have been irrevocably terminated.

2. SUBORDINATION IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS.

(a) SUBORDINATION. The Company agrees, and each holder of this Note agrees, that the principal and interest on this Note is and shall be subordinated in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior Indebtedness and that the subordination of this Note pursuant to this Section 2 is for the benefit of all holders of the Senior Indebtedness.

(b) SENIOR INDEBTEDNESS. "Senior Indebtedness" means all obligations and undertakings of any kind owed by the Company or any Subsidiary of the Company to the holders of the Senior Indebtedness from time to time under or pursuant to any of the Senior Lending Agreements including, without limitation, whether direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising, all loans, advances, liabilities and debt balances, all principal and interest (including all interest accruing after commencement of any case, Proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company) accruing thereon, all charges, expenses, fees and other sums chargeable to the Company or any Subsidiary of the Company by the holders of the Senior Indebtedness, all reimbursement, indemnity or other obligations due and payable to the holders of the Senior Indebtedness and all covenants and duties at any time owed by the Company or any Subsidiary of the Company to the holders of the Senior Indebtedness. Senior Indebtedness shall include any debt, liability or obligation owing from the Company or any Subsidiary of the Company to others which the holders of the Senior Indebtedness may have obtained by assignment, pledge, purchase or otherwise. Senior Indebtedness shall continue to constitute Senior Indebtedness notwithstanding the fact that such Senior Indebtedness or any claim for such Senior Indebtedness is subordinated, avoided or disallowed under the federal Bankruptcy Code or other applicable law. Senior Indebtedness shall also include any indebtedness of the Company or any Subsidiary of the Company incurred in connection with a refinancing of the Senior Indebtedness under the Senior Lending Agreements.

(c) LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any payment or distribution of assets of the Company of any kind or character (whether in cash, securities or other property) to creditors of the company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar Proceeding relating to the Company or its property;

(i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all Senior Indebtedness or such payment shall first be duly provided for in cash or in a manner satisfactory to the holders of Senior Indebtedness before Obligee shall be entitled to receive any payment on this Note; and

(ii) Until the Senior Indebtedness is paid in full in cash or provided for in a manner satisfactory to the holders of Senior Indebtedness, any payment or distribution to which the Obligee would be entitled but for this Section shall be made to the Agent (as defined below) for application to the payment of the Senior Indebtedness.

(iii) Notwithstanding the foregoing provisions of this Section, if the Company shall make any payment or distribution to the Obligee on account of this Note at a time when such payment is prohibited by this Section, such payment or distribution shall be held by the Obligee in trust for the ratable benefit of, and shall be paid forthwith over and delivered to, the Agent for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, and the obligee irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and distributions, and the Obligee also irrevocably authorizes, empowers and directs the Agent to demand, sue for, collect and receive every such payment or distribution.

(iv) The Obligee agrees to execute, verify, deliver and file any proofs of claim in respect of the indebtedness evidenced by this Note requested by the Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the Agent as the Company's agent and attorney-in-fact to (A) execute, verify, deliver and file such proofs of claim and (B) vote such claim in any such Proceeding; provided that the Agency shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim.

(d) DEFAULT ON SENIOR INDEBTEDNESS.

(i) Upon the maturity of the Senior Indebtedness by lapse of time, acceleration (unless waived in writing by the holders of Senior Indebtedness) or otherwise, all of the Senior Indebtedness shall first be paid in full, or such payment duly provided for, in cash or in a manner satisfactory to the holders of the Senior Indebtedness, before any payment is made by the Company on account of this Note and, until all of the Senior Indebtedness is paid in full, any payment or other distribution to which the Obligee would be entitled but for the provisions of this Section shall (unless otherwise required by this Section 2) be made to the Agent, for application to the payment of the Senior Indebtedness.

(ii) During the continuance of any default in the payment of any of the Senior Indebtedness, the Company shall not make any payment of interest or other amounts owing on this Note until such payment default has been cured by the Company or waived in writing by the holders of the Senior Indebtedness. Upon any such cure or waiver, payments may resume, but no interest on this Note shall accrue during or be paid with respect to the period for which there is a payment default on the Senior Indebtedness.

(iii) During the continuance of any other event of default with respect to the Senior Indebtedness pursuant to which the maturity thereof may be accelerated, commencing upon receipt by the Company of written notice from the Agent specifying that such notice is a payment blockage notice delivered pursuant to this Section, the Company may not make any payment of interest or other amounts owing on this Note for a period ("Payment Blockage Period") commencing on the date of receipt of such notice and ending one hundred and eighty (180) days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Company from the Agent). The aggregate duration of all Payment Blockage Periods for such nonpayment defaults shall not exceed one hundred eighty (180) days during any period of three hundred sixty (360) consecutive days. During any Payment Blockage Period, interest shall continue to accrue as otherwise provided herein. Upon the termination of any Payment Blockage Period, payments of interest and/or principal shall resume as provided in Section 1; provided that the outstanding principal balance of this Note shall be increased by the amount of interest that accrued during such Payment Blockage Period and no interest shall be paid with respect to said Payment Blockage Period until the Senior Indebtedness is paid in full in cash and the Credit Agreement shall have been irrevocably terminated.

(iv) Notwithstanding the foregoing provisions of this Section, if the Company shall make any payment or distribution to the Obligee on account of this Note at a time when such payment is prohibited by this Section, unless otherwise required by this Section, such payment or distribution shall be held by obligee in trust for the ratable benefit of, and shall be paid forthwith over and delivered

to, the Agent for application to the payment of all of the Senior Indebtedness remaining unpaid to the extent necessary to pay all of the Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior Indebtedness.

(e) SUBROGATION. After all Senior Indebtedness is paid in full and until this Note is paid in full (but not prior to such time), the Obligee shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments and distributions applicable to the Senior Indebtedness to the extent that payments and distributions otherwise payable to the Obligee have been applied to the payment of the Senior Indebtedness. A payment or distribution made under this Section to holders of Senior Indebtedness which otherwise would have been made to the Obligee is not, as between the Company and the Obligee, a payment by the Company on Senior Indebtedness, but until such payment is made to Obligee it is not a payment by the Company to the Obligee.

(f) NO COLLECTION ACTION. Until all of the Senior Indebtedness is paid in full in cash and all loan commitments under the Credit Agreement have been irrevocably terminated, the Obligee shall not take any Collection Action with respect to the indebtedness evidenced by this Note.

(g) RETURN OF PAYMENTS. After all Senior Indebtedness is paid in full, the provisions of this Section 2 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of the Senior Indebtedness or any representative of such holder.

(h) NO CHALLENGE TO SENIOR INDEBTEDNESS. The Obligee agrees not to initiate or prosecute any claim, action or other Proceeding challenging the enforceability of the Senior Indebtedness or any liens and security interests securing the Senior Indebtedness, nor will the Obligee file or join in the filing of an involuntary bankruptcy petition against the Company. The right of the holders of the Senior Indebtedness to enforce the provisions of this Section 2 shall not be prejudiced or impaired by any act or omitted act of the holders of the Senior Indebtedness or the Company, including without limitation forbearance, waiver, compromise, amendment, extension, renewal or taking or release of security in respect of any Senior Indebtedness or noncompliance by the Company with such provisions, regardless of the actual or imputed knowledge of the holders of the Senior Indebtedness. In the event that the Senior Indebtedness is refinanced in full, Obligee agrees at the request of such refinancing party to enter into a subordination agreement on terms substantially similar to this Section 2.

(i) MODIFICATIONS TO SENIOR INDEBTEDNESS. The holders of the Senior Indebtness may at any time and from time to time without the consent of or notice to the Obligee, without incurring liability to the Obligee and without impairing or releasing the obligations of the Obligee under this Section 2, change the manner or place of payment or extend the time of payment of or renew or alter any Senior Indebtedness, or amend in any manner any agreement, note, guaranty, security agreement or other instrument evidencing or securing or otherwise relating to the Senior Indebtedness.

(j) NO SECURITY FOR NOTE. The Obligee represents that it does not have, and agrees that it shall not require or obtain, any security interest in the assets of the Company or any Subsidiary or parent of the Company as security for the indebtedness evidenced hereby. The Obligee acknowledges that the holders of the Senior Indebtedness do have a security interest in the assets of the Company.

(k) NO MODIFICATIONS OF NOTE. Until all of the Senior Indebtedness is paid in full and all loan commitments under the Credit Agreement have terminated, without the prior written consent of the Agent, the Obligee shall not agree to any amendment, modification or supplement to this Note or the indebtedness evidenced by this Note, including without limitation, any amendment, modification or supplement the effect of which is to (i) increase the principal amount hereof or the rate of interest herein, (ii) change the dates upon which payments of principal or interest hereon are due, (iii) change or add any event of default, (iv) change the prepayment provisions hereof or (v) alter the subordination provisions hereof, including without limitation, subordinating this Note or the indebtedness evidenced hereby to any other debt.

(1) ASSIGNMENT. Until all of the Senior Indebtedness is paid in full and all loan commitments under the Credit Agreement have terminated, the Obligee shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of this Note or the indebtedness evidenced hereby unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to the Agent an agreement providing the continued subordination of this Note and the indebtedness evidenced hereby as provided herein. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of this Note or the indebtedness evidenced hereby, and the subordination terms of this Note shall be binding upon the successors and assigns of the Obligee.

(m) SCOPE OF SUBORDINATION. The provisions in this Section 2 are solely to define the relative rights of the Obligee and the holders of the Senior Indebtedness. Nothing in this Section 2 shall impair, as between the Company and the Obligee, the unconditional and absolute obligation of the Company to punctually pay the principal, interest, and any other amounts and obligations owing to Obligee under the terms of this Note, subject to the rights of the holders of the Senior Indebtedness under this Note.

(n) CERTAIN DEFINED TERMS. As used herein,

(i) "Agent" means Bank of Boston Connecticut, in its capacity as agent for the holders of the Senior Indebtedness, or any successor agent appointed pursuant to the terms of the Credit Agreement, provided that the Obligee may rely on a certificate from any such successor agent to the effect that such successor is acting as a successor agent under the Credit Agreement.

(ii) "Collection Action" means (A) to demand, sue for, take or receive from or on behalf of the Company, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by the Company under this Note, (B) to initiate or participate with others in any lawsuit, action, or Proceeding against the Company to
(1) enforce payment of or to collect the whole or any part of the indebtedness evidenced by this Note, or (2) commence judicial enforcement of any of the rights and remedies under this Note or under applicable law with respect to this Note, or (C) to accelerate any indebtedness evidenced by this Note.

(iii) "Credit Agreement" means the Credit Agreement dated as of February __1997, among the Company, the Banks from time to time parties thereto and Bank of Boston Connecticut, as Agent, as the same hereafter be amended, modified, supplemented, restated or extended from time to time.

(iv) "Proceeding" means any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of the Company.

(v) "Senior Lending Agreements" means collectively the Credit Agreement, the Senior Subordinated Debt Agreements, and the other loan documents between the Company or any Subsidiaries of the Company and the holders of Senior Indebtedness, including without limitation all notes, pledge agreements, security agreements and guarantees, together with any and all other instruments, documents and agreements executed and delivered by the Company or any Subsidiary of the Company from time to time in connection with the Senior Indebtedness evidenced by the Credit Agreement and such notes, as the same may hereafter be amended, modified, supplemented, restated or extended from time to time.

(vi) "Senior Subordinated Debt Agreements" shall mean that certain Securities Purchase Agreement, dated as of February __, 1997, by and among the Company, Triumph - Connecticut Limited Partnership ("Triumph"), Bachow Investment Partners III, L.P. ("Bachow") and the other parties named therein (the "Purchase Agreement") , and those certain Senior Subordinated Notes, due February __, 2002, in an aggregate principal amount of $25,000,000, issued to each of Triumph and Bachow pursuant to the Purchase Agreement, and any "put note" issued by the Company to either Triumph or Bachow pursuant to the terms of those certain Common Stock Warrants to Purchase Common Stock of the Company, dated as of February __, 1997 issued to Triumph and Bachow pursuant to the Purchase Agreement, as any of the foregoing may hereafter be amended, modified, supplemented, restated or extended from time to time.

(vii) "Subsidiary" shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

3. EVENTS OF DEFAULTS AND ACCELERATION:

If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about to be effected by operation of law or otherwise):

(a) the company defaults in the payment of the principal of or any interest on this note and such default continues for a period of thirty (30) business days after the date such payment was due; or

(b) the Company shall:

(i) have commenced a voluntary case under Title 11 of the United States code as from time to time in effect, or have authorized, by appropriate proceedings of its board of directors or other governing body, the commencement of such a voluntary case;

(ii) have filed an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or have failed to controvert timely the material allegations of any such petition;

(iii) be subject to the entry of an order for relief against it in any involuntary case commenced under said Title 11 which remains undischarged or unstayed for more than sixty (60) days;

(iv) have sought relief as a debtor under any applicable law, other than said title 11, of any jurisdiction relating to the insolvency, liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or have consented to or acquiesced in such relief;

(v) be subject to the entry of an order by a court of competent jurisdiction (a) finding it to be bankruptcy or insolvent or (b) ordering, or approving its liquidation, reorganization or any or any modification or alteration of the rights of its creditors which remains undischarged or unstayed for more than sixty (60) days;

(vi) be subject to the entry of an order by a court of competent jurisdiction assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property which remains undischarged or unstayed for more than sixty (60) days; or

(vii) have entered into a composition with its creditors or have appointed or consented to the appointment of a receiver of other custodian for all or a substantial part of its property.

then the Obligee may, subject to the provisions of Section 2, by providing (10) days written notice to the Company, declare the Company to be in default hereunder (an "Event of Default") and may exercise any right, power or remedy permitted to such holder or holders by law, including, without limitation:

(y) the right to declare the entire principal amount of this note and accrued interest thereon, if any, due and payable; and

(z) the right to commence any proceeding against the Company in furtherance of the foregoing.

4. COMPLIANCE WITH USURY LAWS.

All agreements between the Company and the Obligee are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Obligee for the use, forbearance or detention of the indebtedness evidenced hereby exceed the maximum permissible under the applicable law. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Note shall be governed by such new law as of its effective date. If, from any circumstances whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if from any circumstances the Obligee should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Company and the Obligee.

5. NOTICES.

All notices, requests demands and other communications hereunder shall be in writing, shall be deemed, to have been duly given when delivered at or telecopied to the address specified below and shall be delivered by overnight delivery service or hand delivered, addressed or telecopied as follows:

If to Obligee:

c/o OutSource International, Inc.
1144 East NewPort Center Drive
Deerfield Beach, Florida 33487

Telecopier No.: (954) 418-3365

If to Company:

c/o OutSource International, Inc.

Attention: CEO
1144 East Newport Center Drive Deerfield Beach, Florida 33487 Telecopier no.: (954) 418-3365

6. GOVERNING LAW.

This note shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of the State of Florida. The sole venue for any action arising hereunder shall be Broward County, Florida.

7. WAIVER OF TRIAL BY JURY.

THE COMPANY AND OBLIGEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE COMPANY OR OBLIGEE.

8. ATTORNEY'S FEES AND COSTS.

The Company agrees to pay all reasonable expenses and costs, including, without limitation, attorney's fees and costs of collection, which may be incurred by the Obligee in connection with the enforcement of any obligations hereunder or in connection with representation with respect to bankruptcy or insolvency ProceedingS.

IN WITNESS WHEREOF, the Company has caused this Note to be executed under seal by its duly authorized officer as of the date set forth above.

OUTSOURCE INTERNATIONAL, INC.

By: /s/ ROBERT LEFCORT
   --------------------------
Name:  Robert Lefcort
Title: Executive Vice President

AGREED AND ACCEPTED:

OBLIGEE

By: /s/ PAUL BURRELL
--------------------------
       Paul Burrell

EXHIBIT 10.26

OUTSOURCE INTERNATIONAL, INC.

SUBORDINATED NOTE

$605,000.00 Boston, Massachusetts February 21 , 1997

FOR VALUE RECEIVED, OUTSOURCE INTERNATIONAL, INC., a corporation organized and existing under the laws of the state of Florida (the "Company"), hereby promises to pay Alan Schubert (together with any subsequent holder of this Note, the "Obligee") the principal sum of Six Hundred Five Thousand and 00/100 Dollars ($605,000.00), with interest in arrears on the unpaid principal balance from time to time outstanding from the date hereof until due and payable at the rate provided in Section 1(a) hereof. Each holder of this Note, by acceptance hereof, agrees to and shall be bound by the provisions of this Note, including without limitation, the subordination provisions in Section 2 hereof.

1. TERMS OF NOTE.

(a) INTEREST AND PRINCIPAL. This Note shall bear interest on the outstanding principal balance hereof at the rate of ten percent (lO%) per annum (computed on the basis of a 365-day year). Principal shall be due and payable in five (5) quarterly installments of $ 121,000.00 beginning February 21, 1999. Interest at the rate of 10% per annum shall be payable quarterly, in arrears, beginning February 21, 1997. Except as otherwise set forth in this Agreement, all payments of principal and interest hereunder shall be made by the Company in lawful money of the United States of America in immediately available funds on the date such payment is due at the address of the Obligee on the books of the Company or such other place as the holder hereof shall designate to the Company in writing.

(b) NO PREPAYMENT. This Note shall not be prepaid until the Senior Indebtedness (as defined below) shall have been paid in full in cash and the Credit Agreement (as defined below) shall have been irrevocably terminated.

2. SUBORDINATION IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS.

(a) SUBORDINATION. The Company agrees, and each holder of this Note agrees, that the principal and interest on this Note is and shall be subordinated in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior Indebtedness and that the subordination of this Note pursuant to this Section 2 is for the benefit of all holders of the Senior Indebtedness.

(b) SENIOR INDEBTEDNESS. "Senior Indebtedness" means all obligations and undertakings of any kind owed by the Company or any Subsidiary of the Company to the holders of the Senior Indebtedness from time to time under or pursuant to any of the Senior Lending Agreements including, without limitation, whether direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising, all loans, advances, liabilities and debt balances, all principal and interest (including all interest accruing after commencement of any case, Proceeding or other action relating to the bankruptcy, insolvency or reorganization of the company) accruing thereon, all charges, expenses, fees and other sums chargeable to the Company or any Subsidiary of the Company by the holders of the Senior Indebtedness, all reimbursement, indemnity or other obligations due and payable to the holders of the Senior Indebtedness and all covenants and duties at any time owed by the Company or any Subsidiary of the Company to the holders of the Senior Indebtedness. Senior Indebtedness shall include any debt, liability or obligation owing from the Company or any Subsidiary of the Company to others which the holders of the Senior Indebtedness may have obtained by assignment, pledge, purchase or otherwise. Senior Indebtedness shall continue to constitute Senior Indebtedness notwithstanding the fact that such Senior Indebtedness or any claim for such Senior Indebtedness is subordinated, avoided or disallowed under the federal Bankruptcy Code or other applicable law. Senior Indebtedness shall also include any indebtedness of the Company or any Subsidiary of the Company incurred in connection with a refinancing of the Senior Indebtedness under the Senior Lending Agreements.

(c) LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any payment or distribution of assets of the Company of any kind or character (whether in cash, securities or other property) to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar Proceeding relating to the Company or its property:

(i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all Senior Indebtedness or such payment shall first be duly provided for in cash or in a manner satisfactory to the holders of Senior Indebtedness before Obligee shall be entitled to receive any payment on this Note; and

(ii) Until the Senior Indebtedness is paid in full in cash or provided for in a manner satisfactory to the holders of senior Indebtedness, any payment or distribution to which the Obligee would be entitled but for this Section shall be made to the Agent (as defined below) for application to the payment of the Senior Indebtedness.

(iii) Notwithstanding the foregoing provisions of this Section, if the Company shall make any payment or distribution to the Obligee on account of this Note at a time when such payment is prohibited by this Section, such payment or distribution shall be held by the Obligee in trust for the ratable benefit of, and shall be paid forthwith over and delivered to, the Agent for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, and the Obligee irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and distributions, and the Obligee also irrevocably authorizes, empowers and directs the Agent to demand, sue for, collect and receive every such payment or distribution.

(iv) The Obligee agrees to execute, verify, deliver and file any proofs of claim in respect of the indebtedness evidenced by this Note requested by the Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the Agent as the Company's agent and attorney-in-fact to (A) execute, verify, deliver and file such proofs of claim and (B) vote such claim in any such Proceeding; provided that the Agency shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim.

(d) DEFAULT ON SENIOR INDEBTEDNESS.

(i) Upon the maturity of the Senior Indebtedness by lapse of time, acceleration (unless waived in writing by the holders of Senior Indebtedness) or otherwise, all of the Senior Indebtedness shall first be paid in full, or such payment duly provided for, in cash or in a manner satisfactory to the holders of the Senior Indebtedness, before any payment is made by the Company on account of this Note and, until all of the Senior Indebtedness is paid in full, any payment or other distribution to which the Obligee would be entitled but for the provisions of this Section shall (unless otherwise required by this Section 2) be made to the Agent, for application to the payment of the Senior Indebtedness.

(ii) During the continuance of any default in the payment of any of the Senior Indebtedness, the Company shall not make any payment of interest or other amounts owing on this Note until such payment default has been cured by the Company or waived in writing by the holders of the Senior Indebtedness. Upon any such cure or waiver, payments may resume, but no interest on this Note shall accrue during or be paid with respect to the period for which there is a payment default on the Senior Indebtedness.

(iii) During the continuance of any other event of default with respect to the Senior Indebtedness pursuant to which the maturity thereof may be accelerated, commencing upon receipt by the Company of written notice from the Agent specifying that such notice is a payment blockage notice delivered pursuant to this Section, the Company may not make any payment of interest or other amounts owing on this Note for a period ("Payment Blockage Period") commencing on the date of receipt of such notice and ending one hundred and eighty (180) days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Company from the Agent). The aggregate duration of all Payment Blockage Periods for such nonpayment defaults shall not exceed one hundred eighty (180) days during any period of three hundred sixty (360) consecutive days. During any Payment Blockage Period, interest shall continue to accrue as otherwise provided herein. Upon the termination of any Payment Blockage Period, payments of interest and/or principal shall resume as provided in Section 1; provided that the outstanding principal balance of this Note shall be increased by the amount of interest that accrued during such Payment Blockage Period and no interest shall be paid with respect to said Payment Blockage Period until the Senior Indebtedness is paid in full in cash and the Credit Agreement shall have been irrevocably terminated.

(iv) Notwithstanding the foregoing provisions of this Section, if the Company shall make any payment or distribution to the Obligee on account of this Note at a time when such payment is prohibited by this Section, unless otherwise required by this Section, such payment or distribution shall be held by Obligee in trust for the ratable benefit of, and shall be paid forthwith over and delivered

to, the Agent for application to the payment of all of the Senior Indebtedness remaining unpaid to the extent necessary to pay all of the Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior Indebtedness.

(e) SUBROGATION. After all Senior Indebtedness is paid in full and until this Note is paid in full (but not prior to such time), the Obligee shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments and distributions applicable to the Senior Indebtedness to the extent that payments and distributions otherwise payable to the Obligee have been applied to the payment of the Senior Indebtedness. A payment or distribution made under this Section to holders of Senior Indebtedness which otherwise would have been made to the Obligee is not, as between the Company and the Obligee, a payment by the Company on Senior Indebtedness, but until such payment is made to Obligee it is not a payment by the Company to the Obligee.

(f) NO COLLECTION ACTION. Until all of the Senior Indebtedness is paid in full in cash and all loan commitments under the Credit Agreement have been irrevocably terminated, the Obligee shall not take any Collection Action with respect to the indebtedness evidenced by this Note.

(g) RETURN OF PAYMENTS. After all Senior Indebtedness is paid in full, the provisions of this Section 2 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of the Senior Indebtedness or any representative of such holder.

(h) NO CHALLENGE TO SENIOR INDEBTEDNESS. The Obligee agrees not to initiate or prosecute any claim, action or other Proceeding challenging the enforceability of the Senior Indebtedness or any liens and security interests securing the Senior Indebtedness, nor will the Obligee file or join in the filing of an involuntary bankruptcy petition against the Company. The right of the holders of the Senior Indebtedness to enforce the provisions of this Section 2 shall not be prejudiced or impaired by any act or omitted act of the holders of the Senior Indebtedness or the Company, including without limitation forbearance, waiver, compromise, amendment, extension, renewal or taking or release of security in respect of any Senior Indebtedness or noncompliance by the Company with such provisions, regardless of the actual or imputed knowledge of the holders of the Senior Indebtedness. In the event that the Senior Indebtedness is refinanced in full, Obligee agrees at the request of such refinancing party to enter into a subordination agreement on terms substantially similar to this Section 2.

(i) MODIFICATIONS TO SENIOR INDEBTEDNESS. The holders of the Senior Indebtedness may at any time and from time to time without the consent of or notice to the Obligee, without incurring liability to the Obligee and without impairing or releasing the obligations of the Obligee under this Section 2, change the manner or place of payment or extend the time of payment of or renew or alter any Senior Indebtedness, or amend in any manner any agreement, note, guaranty, security agreement or other instrument evidencing or securing or otherwise relating to the Senior Indebtedness.

(j) NO SECURITY FOR NOTE. The Obligee represents that it does not have, and agrees that it shall not require or obtain, any security interest in the assets of the Company or any Subsidiary or parent of the Company as security for the indebtedness evidenced hereby. The Obligee acknowledges that the holders of the Senior Indebtedness do have a security interest in the assets of the Company.

(k) NO MODIFICATIONS OF NOTE. Until all of the Senior Indebtedness is paid in full and all loan commitments under the Credit Agreement have terminated, without the prior written consent of the Agent, the Obligee shall not agree to any amendment, modification or supplement to this Note or the indebtedness evidenced by this Note, including without limitation, any amendment, modification or supplement the effect of which is to (i) increase the principal amount hereof or the rate of interest herein, (ii) change the dates upon which payments of principal or interest hereon are due, (iii) change or add any event of default, (iv) change the prepayment provisions hereof or (v) alter the subordination provisions hereof, including without limitation, subordinating this Note or the indebtedness evidenced hereby to any other debt.

(1) ASSIGNMENT. Until all of the Senior Indebtedness is paid in full and all loan commitments under the Credit Agreement have terminated, the Obligee shall not sell assign, pledge, dispose of or otherwise transfer all or any portion of this Note or the indebtedness evidenced hereby unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to the Agent an agreement providing the continued subordination of this Note and the indebtedness evidenced hereby as provided herein. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of this Note or the indebtedness evidenced hereby, and the subordination terms of this Note shall be binding upon the successors and assigns of the Obligee.

(m) SCORE OF SUBORDINATION. The provisions in this Section 2 are solely to define the relative rights of the Obligee and the holders of the Senior Indebtedness. Nothing in this Section 2 shall impair, as between the Company and the Obligee, the unconditional and absolute obligation of the Company to punctually pay the principal, interest, and any other amounts and obligations owing to Obligee under the terms of this Note, subject to the rights of the holders of the Senior Indebtedness under this Note.

(n) CERTAIN DEFINED TERMS. As used herein,

(i) "Agent" means Bank of Boston Connecticut, in its capacity as agent for the holders of the Senior Indebtedness, or any successor agent appointed pursuant to the terms of the Credit Agreement, provided that the Obligee may rely on a certificate from any such successor agent to the effect that such successor is acting as a successor agent under the Credit Agreement.

(ii) "Collection Action" means (A) to demand, sue for, take or receive from or on behalf of the Company, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by the Company under this Note, (B) to initiate or participate with others in any lawsuit, action, or Proceeding against the Company to
(1) enforce payment of or to collect the whole or any part of the indebtedness evidenced by this Note, or (2) commence judicial enforcement of any of the rights and remedies under this Note or under applicable law with respect to this Note, or (C) to accelerate any indebtedness evidenced by this Note.

(iii) "Credit Agreement" means the Credit Agreement dated as of February _, 1997, among the Company, the Banks from time to time parties thereto and Bank of Boston Connecticut, as Agent, as the same hereafter be amended, modified, supplemented, restated or extended from time to time.

(iv) Proceeding means any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of the Company.

(v) Senior Lending Agreements" means collectively the Credit Agreement, the Senior Subordinated Debt Agreements, and the other loan documents between the Company or any Subsidiaries of the Company and the holders of Senior Indebtedness, including without limitation all notes, pledge agreements, security agreements and guarantees, together with any and all other instruments, documents and agreements executed and delivered by the Company or any Subsidiary of the Company from time to time in connection with the Senior Indebtedness evidenced by the Credit Agreement and such notes, as the same may hereafter be amended, modified, supplemented, restated or extended from time to time.

(vi) "Senior Subordinated Debt Agreements" shall mean that certain Securities Purchase Agreement, dated as of February __, 1997, by and among the Company, Triumph - Connecticut Limited Partnership ("Triumph"), Bachow Investment Partners III, L.P. ("Bachow") and the other parties named therein (the "Purchase Agreement"), and those certain Senior Subordinated Notes, due February __, 2002, in an aggregate principal amount of $25,000,000, issued to each of Triumph and Bachow pursuant to the Purchase Agreement, and any "put note" issued by the Company to either Triumph or Bachow pursuant to the terms of those certain Common Stock Warrants to Purchase Common Stock of the Company, dated as of February ___, 1997 issued to Triumph and Bachow pursuant to the Purchase Agreement, as any of the foregoing may hereafter be amended, modified, supplemented, restated or extended from time to time.

(vii) "Subsidiary" shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary, voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

3. EVENTS OF DEFAULTS AND ACCELERATION.

If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come About to be effected by operation of law or otherwise):

(a) the Company defaults in the payment of the principal of or any interest on this Note and such default continues for a period of thirty (30) business days after the date such payment was due; or

(b) the Company shall:

(i) have commenced a voluntary case under Title 11 of the United States Code as from time to time in effect, or have authorized, by appropriate proceedings of its board of directors or other governing body, the commencement of such a voluntary case;

(ii) have filed an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or have failed to controvert timely the material allegations of any such petition;

(iii) be subject to the entry of an order for relief against it in any involuntary case commenced under said Title 11 which remains undischarged or unstayed for more than sixty (60) days;

(iv) have sought relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction relating to the insolvency, liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or have consented to or acquiesced in such relief;

(v) be subject to the entry of an order by a court of competent jurisdiction (A) finding it to be bankruptcy or insolvent or (B) ordering or approving its liquidation, reorganization or any or any modification or alteration of the rights of its creditors which remains undischarged or unstayed for more than sixty (60) days;

(vi) be subject to the entry of an order by a court of competent jurisdiction assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property which remains undischarged or unstayed for more than sixty (60) days; or

(vii) have entered into a composition with its creditors or have appointed or consented to the appointment of a receiver of other custodian for all or a substantial part of its property.

then the Obligee may, subject to the provisions of Section 2, by providing (10) days written notice to the Company, declare the Company to be in default hereunder (an "Event of Default") and may exercise any right, power or remedy permitted to such holder or holders by law, including, without limitation:

(y) the right to declare the entire principal amount of this Note and accrued interest thereon, if any, due and payable; and

(z) the right to commence any proceeding against the Company in furtherance of the foregoing.

4. COMPLIANCE WITH USURY LAWS.

All agreements between the Company and the Obligee are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Obligee for the use, forbearance or detention of the Indebtedness evidenced hereby exceed the maximum permissible under the applicable law. As used herein, the term "applicable law", shall mean the law in effect as of the date hereof, provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Note shall be governed by such new law as of its effective date. If, from any circumstances whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if from any circumstances the Obligee should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Company and the Obligee.

5. NOTICES.

All notices, requests, demands and other communications hereunder shall be in writing, shall be deemed to have been duly given when delivered at or telecopied to the address specified below and shall be delivered by overnight delivery service or hand delivered, addressed or telecopied as follows:

If to Obligee:

c/o Outsource International, Inc.
1144 East Newport Center Drive
Deerfield Beach, Florida 33487

Telecopier No.: (954) 418-3365

If to Company:

OutSource International, Inc.

Attention: CEO
1144 East Newport Center Drive Deerfield Beach, Florida 33487 Telecopier No.: (954) 418-3365

6. GOVERNING LAW.

This Note shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of the State of Florida. The sole venue for any action arising hereunder shall be Broward County, Florida.

7. WAIVER OF TRIAL BY JURY.

THE COMPANY AND OBLIGEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE COMPANY OR OBLIGEE.

8. ATTORNEY'S FEES AND COSTS.

The Company agrees to pay all reasonable expenses and costs, including, without limitation, attorney's fees and costs of collection, which may be incurred by the Obligee in connection with the enforcement of any obligations hereunder or in connection with representation with respect to bankruptcy or insolvency Proceedings.

IN WITNESS WHEREOF, the Company has caused this Note to be executed under seal by its duly authorized officer as of the date set forth above.

OUTSOURCE INTERNATIONAL, INC.

By: /s/ ROBERT LEFCORT
   ---------------------------
Name:   Robert Lefcort
Title:  Executive Vice President

AGREED AND ACCEPTED:

OBLIGEE

By: /s/ ALAN SCHUBERT /ILLEGIBLE:/ ATTORNEY IN FACT
   -------------------------
    Alan Schubert

EXHIBIT 10.27

OUTSOURCE INTERNATIONAL, INC.

SUBORDINATED NOTE

$407,000.00 Boston, Massachusetts February 21, 1997

FOR VALUE RECEIVED, OUTSOURCE INTERNATIONAL, INC., a corporation organized and existing under the laws of the state of Florida (the "Company"), hereby promises to pay the Lawrence H. Schubert Revocable Trust dated August 25, 1996 (together with any subsequent holder of this Note, the "Obligee") the principal sum of Four Hundred Seven Thousand and 00/100 Dollars ($407,000.00), with interest in arrears on the unpaid principal balance from time to time outstanding from the date hereof until due and payable at the rate provided in
Section 1 (a) hereof. Each holder of this Note, by acceptance hereof, agrees to and shall be bound by the provisions of this Note, including without limitation, the subordination provisions in Section 2 hereof.

1. TERMS OF NOTE.

(a) INTEREST AND PRINCIPAL. This Note shall bear interest on the outstanding principal balance hereof at the rate of ten percent (10%) per annum (computed on the basis of a 365-day year). Principal shall be due and payable in five (5) quarterly installments of $81,400 beginning February 21, 1999. Interest at the rate of 10% per annum shall be payable quarterly, in arrears, beginning February 21, 1997. Except as otherwise set forth in this Agreement, all payments of principal and interest hereunder shall be made by the Company in lawful money of the United States of America in immediately available funds on the date such payment is due at the address of the Obligee on the books of the Company or such other place as the holder hereof shall designate to the Company in writing.

(b) NO PREPAYMENT. This Note shall not be prepaid until the Senior Indebtedness (as defined below) shall have been paid in full in cash and the Credit Agreement (as defined below) shall have been irrevocably terminated.

2. SUBORDINATION IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS.

(a) SUBORDINATION. The Company agrees, and each holder of this Note agrees, that the principal and interest on this Note is and shall be subordinated in right of payment, to the extent and in cash of all Senior Indebtedness and that the subordination of this Note pursuant to this Section 2 is for the benefit of all holders of the Senior Indebtedness.

(b) SENIOR INDEBTEDNESS. "Senior Indebtedness" means all obligations and undertakings of any kind owed by the Company or any Subsidiary of the Company to the holders of the Senior Indebtedness from time to time under or pursuant to any of the Senior Lending Agreements including, without limitation, whether direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising, all loans, advances, liabilities and debt balances, all principal and interest (including all interest accruing after commencement of any case, Proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company) accruing thereon, all charges, expenses, fees and other sums chargeable to the Company or any Subsidiary of the Company by the holders of the Senior Indebtedness, all reimbursement, indemnity or other obligations due and payable to the holders of the Senior Indebtedness and all covenants and duties at any time owed by the Company or any Subsidiary of the Company to the holders of the Senior Indebtedness. Senior Indebtedness shall include any debt, liability or obligation owing from the Company or any Subsidiary of the Company to others which the holders of the Senior Indebtedness may have obtained by assignment, pledge, purchase or otherwise. Senior Indebtedness shall continue to constitute Senior Indebtedness notwithstanding the fact that such Senior Indebtedness or any claim for such Senior Indebtedness is subordinated, avoided or disallowed under the federal Bankruptcy Code or other applicable law. Senior Indebtedness shall also include any indebtedness of the Company or any Subsidiary of the Company incurred in connection with a refinancing of the Senior Indebtedness under the Senior Lending Agreements.

(c) LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any payment or distribution of assets of the Company of any kind of character (whether in cash, securities or other property) to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar Proceeding relating to the Company or its property:

(i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all Senior Indebtedness or such payment shall first be duly provided for in cash or in a manner satisfactory to the holders of Senior Indebtedness before Obligee shall be entitled to receive any payment on this Note: and

(ii) Until the Senior Indebtedness is paid in full in cash or provided for in a manner satisfactory to the holders of Senior Indebtedness, any payment or distribution to which the Obligee would be entitled but for this Section shall be made to the Agent (as defined below) for application to the payment of the Senior Indebtedness.

(iii) Notwithstanding the foregoing provisions of this Section, if the Company shall make any payment or distribution to the Obligee on account of this Note at a time when such payment is prohibited by this Section, such payment or distribution shall be held by the Obligee in trust for the ratable benefit of, and shall be paid forthwith over and delivered to, the Agent for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, and the Obligee irrevocably authorized, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and distributions, and the Obligee also irrevocably authorized, empowers and directs the Agent to demand, sue for, collect and receive every such payment or distribution.

(iv) The Obligee agrees to execute, verify, deliver and file any proofs of claim in respect of the indebtedness evidenced by this Note requested by the Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the Agent as the Company's agent and attorney-in-fact to (A) execute, verify, deliver and file such proofs of claim and (B) vote such claim in any such Proceeding; provided that the Agency shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim.

(d) DEFAULT ON SENIOR INDEBTEDNESS.

(i) Upon the maturity of the Senior Indebtedness by lapse of time, acceleration (unless waived in writing by the holders of Senior Indebtedness) or otherwise, all of the Senior Indebtedness shall first be paid in full, or such payment duly provided for, in cash or in a manner satisfactory to the holders of the Senior Indebtedness, before any payment is made by the Company on account of this Note and, until all of the Senior Indebtedness is paid in full, any payment or other distribution to which the Obligee would be entitled but for the provisions of this Section shall (unless otherwise required by this Section 2) be made to the Agent, for application to the payment of the Senior Indebtedness.

(ii) During the continuance of any default in the payment of any of the Senior Indebtedness, the Company shall not make any payment of interest or other amounts owing on this Note until such payment default has been cured by the Company or waived in writing by the holders of the Senior Indebtedness. Upon any such cure or waiver, payments may resume, but no interest on this Note shall accrue during or be paid with respect to the period for which there is a payment default on the Senior Indebtedness.

(iii) During the continuance of any other event of default with respect to the Senior Indebtedness pursuant to which the maturity thereof may be accelerated, commencing upon receipt by the Company of written notice from the Agent specifying that such notice is a payment blockage notice delivered pursuant to this Section, the Company may not make any payment of interest or other amounts owing on this Note for a period ("Payment Blockage Period") commencing on the date of receipt of such notice and ending one hundred and eighty (180) days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Company from the Agent). The aggregate duration of all Payment Blockage Periods for such nonpayment defaults shall not exceed one hundred eight
(180) days during any period of three hundred sixty (360) consecutive days. During any Payment Blockage Period, interest shall continue to accrue as otherwise provided herein. Upon the termination of any Payment Blockage Period, payments of interest and/or principal shall resume as provided in Section 1; provided that the outstanding principal balance of this Note shall be increased by the amount of interest that accrued during such Payment Blockage Period and no interest shall be paid with respect to said Payment Blockage Period until the Senior Indebtedness is paid in full in cash and the Credit Agreement shall have been irrevocably terminated.

(iv) Notwithstanding the foregoing provisions of this Section, if the Company shall make any payment or distribution to the Obligee on account of this Note at a time when such payment is prohibited by this Section, unless otherwise required by this Section, such payment or distribution shall be held by Obligee in trust for the ratable benefit of, and shall be paid forthwith over and delivered