STAFF LEASING INC, S-1, 1997-03-07

STAFF LEASING INC
S-1, 1997-03-07

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997.

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

STAFF LEASING, INC.
(Exact name of Registrant as Specified in its Charter)

<TABLE>
<S> <C> <C>
FLORIDA 7363 APPLIED FOR
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification No.)
Incorporation or Organization)
</TABLE>

600 301 BOULEVARD WEST, SUITE 202
BRADENTON, FLORIDA 34205
(941) 748-4340

(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------------
RICHARD A. GOLDMAN
PRESIDENT
STAFF LEASING, INC.
600 301 BOULEVARD WEST, SUITE 202
BRADENTON, FLORIDA 34205
(941) 748-4340
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
---------------------
COPIES OF COMMUNICATIONS TO:

<TABLE>
<C> <C>
G. WILLIAM SPEER, ESQ. RICHARD A. BOEHMER, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP O'MELVENY & MYERS LLP
SIXTEENTH FLOOR 400 SOUTH HOPE STREET
191 PEACHTREE STREET, N.E. LOS ANGELES, CALIFORNIA 90071-2899
ATLANTA, GEORGIA 30303 (213) 669-6000
(404) 572-6600
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value...... $82,800,000 $25,091
========================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

PROSPECTUS SUBJECT TO COMPLETION, DATED MARCH 7, 1997

[LOGO]

STAFF LEASING, INC.
COMMON STOCK
---------------------------
Of the shares of common stock ("Common Stock") offered hereby
(the "Offering"), are being sold by Staff Leasing, Inc. ("Staff
Leasing" or the "Company") and are being sold by the Selling
Shareholder. See "Principal and Selling Shareholders." Prior to the Offering,
there has been no public market for the Common Stock. It is currently estimated
that the initial public offering price will be between $ and $ per
share. See "Underwriting" for a discussion of the factors to be considered in
determining the initial offering price. The Company is applying to have the
Common Stock approved for quotation on the Nasdaq National Market under the
symbol "STFF," subject to official notice of issuance.

THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=============================================================================================================
UNDERWRITING PROCEEDS TO THE
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDER
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share.................... $ $ $ $
- -------------------------------------------------------------------------------------------------------------
Total(3)..................... $ $ $ $
=============================================================================================================
</TABLE>

(1) The Company and the Selling Shareholders (as defined below) have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). See "Underwriting."
(2) Before deducting estimated expenses of $ , payable by the Company.
(3) The Company and certain shareholders, including the Selling Shareholder (the
"Selling Shareholders"), have granted the Underwriters a 30-day option to
purchase up to additional shares of Common Stock on the same
terms and conditions as set forth above, solely to cover over-allotments,
if any. The Company will not receive any proceeds from the sale of shares
by the Selling Shareholders. If the option is exercised in full, the total
Price to Public, Underwriting Discounts and Commissions, Proceeds to
Company and Proceeds to the Selling Shareholders will be $ ,
$ , $ and $ , respectively. See "Underwriting"
and "Principal and Selling Shareholders."
---------------------------
The shares of Common Stock offered by this Prospectus are offered by the
Underwriters, subject to prior sale, to withdrawal, cancellation or modification
of the offer without notice, to delivery to and acceptance by the Underwriters
and to certain further conditions. It is expected that delivery of the
certificates representing the shares of Common Stock will be made at the offices
of Lehman Brothers Inc., New York, New York, on or about , 1997.
---------------------------
LEHMAN BROTHERS
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MONTGOMERY SECURITIES

, 1997
<PAGE> 3

[MAP SHOWING LOCATION OF COMPANY OFFICES]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF SHARES OF COMMON STOCK FOLLOWING THE
PRICING OF THE OFFERING TO COVER A SYNDICATE SHORT POSITION IN THE COMMON STOCK
OR FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE COMMON STOCK, AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

The Company intends to distribute to its shareholders annual reports
containing audited financial statements and will make available copies for
quarterly reports containing unaudited financial information for the first three
quarters of each fiscal year.

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information, including "Risk Factors"
appearing elsewhere in this Prospectus, and the financial statements and notes
thereto. Unless the context otherwise requires, the information set forth in
this Prospectus gives effect to the proposed transactions described herein under
"The Reorganization," and the term "Company" refers to Staff Leasing, Inc. and
to Staff Capital, L.P. (the "Partnership") and its consolidated partnerships
after giving effect to such transactions. Unless otherwise indicated, the
information set forth in this Prospectus does not give effect to the exercise of
the Underwriters' over-allotment option.

THE COMPANY

Staff Leasing, Inc. ("Staff Leasing" or the "Company") is the largest
professional employer organization ("PEO") in the United States. As of February
28, 1997, the Company served over 7,800 clients with over 89,500 worksite
employees, principally in Florida, Texas and Georgia. The Company believes that
it has more than twice the number of clients and worksite employees as any PEO
competitor and that its 1996 revenues of $1.4 billion exceeded the PEO revenues
of any competitor by more than $500 million.

Staff Leasing provides its clients with a broad range of services,
including payroll administration, risk management, benefits administration,
unemployment services and human resource consulting services. The Company's
clients are typically small to medium-sized businesses with between five and 100
employees. According to the U.S. Small Business Administration, this segment of
the U.S. economy is estimated to consist of six million businesses, with 53
million employees and $1.4 trillion in annual wages, and is projected to be a
major source of employment growth in the U.S. economy. The Company's revenues
have increased annually since its inception in 1984 and, during the last three
years, have increased from $735.8 million in 1994 to $1.4 billion in 1996.

Staff Leasing's services are designed to improve the productivity and
profitability of its clients' businesses by:

- Allowing managers of these businesses to focus on revenue producing
activities by relieving them of the time-consuming burdens associated with
employee administration;

- Helping these businesses to better manage certain employment-related
risks, including those associated with workers' compensation and state
unemployment taxes;

- Improving the cash management of these businesses with respect to
payroll-related expenses; and

- Enabling these businesses to attract and retain employees by providing
health and retirement benefits to worksite employees on a cost-effective
and convenient basis.

In providing these services, Staff Leasing becomes a co-employer of the
worksite employees. Employment-related liabilities are contractually allocated
between the Company and the client. The Company assumes responsibility for and
manages the risks associated with: (i) worksite employee payroll; (ii) workers'
compensation insurance coverage; and (iii) compliance with certain
employment-related governmental regulations that can be effectively managed away
from the client's business. The client retains the worksite employees' services
in its business and remains responsible for compliance with other
employment-related governmental regulations that are more closely related to
worksite employee supervision. The service fee charged by Staff Leasing to its
clients covers the cost of certain employment-related taxes, workers'
compensation insurance coverage and administrative and field services. This
service fee is invoiced together with salaries and wages of the worksite
employees and the client's portion of health and retirement benefit plan costs.
3
<PAGE> 5

The Company was unprofitable in 1995 and 1996, with net losses of $24.9
million and $3.9 million, respectively, due in large part to subsidies of its
health benefit plans. The Company has taken significant actions to reposition
itself for future profitability, to enhance the quality of its services and to
implement its growth strategy. These actions include: (i) changing health
benefit providers effective January 1, 1997, increasing premiums and redesigning
its health benefit plans, all in order to reduce the level of subsidies (which
subsidies were $20.6 million in 1995 and $10.1 million in 1996, and are expected
to be progressively lesser amounts in 1997 and 1998); (ii) expanding its
strategic alliance with Liberty Mutual Insurance Company ("Liberty Mutual") to
reduce workers' compensation costs and to more effectively manage claims
(effective January 1, 1997 the workers' compensation rate is 27% lower than the
rate paid in 1996); (iii) investing in new technology to improve client service,
increase processing capability and provide cost efficiencies; and (iv)
attracting new senior management. The Company believes that these actions have
addressed the major issues affecting the Company's profitability in 1995 and
1996.

The Company believes that it has a number of key advantages which enable it
to compete effectively in its target markets, including the following:

Size and geographic concentration. At February 28, 1997, the Company
served over 70,000 worksite employees in Florida. The Company's size and
the geographic concentration of its business in Florida have enabled it to
leverage its existing client base for referrals (the source of more than
40% of its new clients in 1996); capitalize on its vendor relationships and
market alliances; increase the productivity of its sales force and safety
consultants; benefit from economies of scale in claims processing; attract
regional health benefit providers that are looking for increased
utilization of their provider networks; and establish other strategic and
marketing alliances.

Comprehensive risk management focus. The Company assumes
employer-related risks with the addition of each new client. A critical
focus of the Company's operations is the management of workers'
compensation and state unemployment tax risks. Workers' compensation risk
is managed by careful selection of clients, on-site loss prevention
services by Staff Leasing's 28 safety consultants and sophisticated claims
management. Unemployment tax risk is controlled, in part, through
aggressive management of its state unemployment tax exposure.

Strategic vendor alliances. The Company has entered into strategic
alliances with two large vendors. The Company's workers' compensation
insurance coverage is provided by Liberty Mutual, which is the largest
workers' compensation insurance carrier in the United States. The coverage
is provided under a fully insured, guaranteed cost arrangement, with no
liability to the Company for costs in excess of the fixed rate paid to
Liberty Mutual. This arrangement extends through December 31, 1999 and
provides for: (i) a dedicated claims processing unit adjacent to the
Company's headquarters; (ii) intensive training of the Company's safety
consultants and risk assessors; and (iii) favorable rates and payment
terms. In terms of premiums paid, Staff Leasing is Liberty Mutual's second
largest client. The Company's group health benefit plans are provided by
three Blue Cross/Blue Shield ("Blue Cross") entities in the states of
Florida, Texas and Georgia on terms which allow the Company to better
manage the costs of health benefits offered by it. Blue Cross/Blue Shield
of Florida ("Blue Cross/Florida"), which is the largest health benefit
provider in Florida, has also provided substantial marketing support to
increase enrollment in the Company's Florida health benefit plan. In terms
of the number of enrolled employees, Staff Leasing is Blue Cross/Florida's
second largest client.

Growth in the PEO industry has been significant. According to the National
Association of Professional Employer Organizations ("NAPEO"), the number of
employees under PEO arrangements in the United States has grown from
approximately 10,000 in 1984 to approximately 2.0 million in 1995. Staffing
Industry Analysts, Inc., an employee industry research firm, estimates that
gross revenues in the PEO industry grew
4
<PAGE> 6

from $5.0 billion in 1991 to $17.6 billion in 1996, representing a compounded
annual growth rate of approximately 29%.

In order to take advantage of this opportunity, Staff Leasing is pursuing
the following growth strategy:

Increase the Company's penetration in its existing geographic
markets. The Company believes that there is substantial potential for
additional growth in its existing geographic markets. The Company views
Florida as consisting of six distinct markets in which the Company
co-employs from two percent to ten percent of the small to medium-sized
business workforce. The Company believes that it has penetrated less than
one percent of the small to medium-sized business markets in Texas and
Georgia. In addition, these states have had relatively high growth in small
to medium-sized business formation and employment. The Company intends to
further leverage its existing client referral base, capitalize on its
marketing alliances and utilize its extensive branch network to take
advantage of these opportunities.

Establish branch offices in new states. The Company will enter new
markets that possess favorable demographics, in terms of the number of
potential clients within industries typically served by the Company, and a
favorable regulatory environment with respect to PEOs and workers'
compensation. The Company has demonstrated its ability to grow outside of
its Florida base through its Texas expansion. In December 1994, the Company
opened an office in Dallas, Texas and opened four additional offices in
Texas in May 1995. With over 9,200 worksite employees in Texas, the Company
believes it is one of the three largest PEOs in that state. Branch offices
opened in Texas generated aggregate gross profits in excess of aggregate
direct branch expenses in less than 12 months after opening. The Company
plans to open two offices in Arizona and an additional office in another
state during 1997.

Capitalize on strategic marketing alliances. The Company has entered
into an exclusive client referral relationship with Barnett Bank
("Barnett"), which is the largest bank in Florida in terms of number of
branches and the amount of deposits. Under this arrangement, Barnett refers
small to medium-sized business customers to the Company and receives a fee
for such referrals. From September 1, 1996 (when the Barnett program was
implemented on a system-wide basis) through February 28, 1997,
approximately 10.4% of Staff Leasing's new clients (with approximately
2,500 worksite employees) were obtained through Barnett referrals.
Recently, Staff Leasing has entered into other client referral arrangements
and has received endorsements from national franchisors.

Pursue strategic acquisitions. The Company believes the PEO industry
is highly fragmented with, according to NAPEO, over 2,000 PEOs operating in
the United States. The Company believes that its investment in
infrastructure and its existing management resources will allow it to
benefit from consolidation opportunities in its industry. The Company will
consider strategic acquisitions of PEOs and related businesses to provide
further penetration of its existing markets and to establish a base in new
markets from which to operate and expand.

Distribute new services and products. The Company believes it
possesses unique direct access to, and information about, its clients and
worksite employees. The Company believes it can distribute additional
products and services, such as commercial and personal insurance, in a more
convenient manner to its clients and worksite employees and on a more
cost-effective basis than vendors of these services and products could were
they to market them directly.

Staff Leasing, Inc. is a Florida corporation which was organized in
February 1997. Its principal executive offices are located at 600 301 Boulevard
West, Bradenton, Florida 34205, and its telephone number is (941) 748-4340.
5
<PAGE> 7

THE OFFERING

Common Stock offered by the
Company........................... shares

Common Stock offered by the
Selling Shareholder............... shares

Common Stock to be outstanding
after the Offering................ shares(1)

Use of proceeds..................... To repay indebtedness outstanding under
the Company's bank credit facility, to
prepay certain capitalized lease
obligations and to repurchase certain
preferred limited partnership interests
in the Partnership; The balance of the
net proceeds will be used for general
corporate purposes, which may include
strategic acquisitions of PEOs and
related businesses.

Proposed Nasdaq National Market
symbol.............................. STFF
- ---------------

(1) Excludes: (i) shares of Common Stock reserved for issuance under
the Company's stock incentive plan, of which shares were subject
to outstanding options as of the date of this Prospectus at an exercise
price equal to the initial price to the public in the Offering; and (ii)
1,345,974 shares of Common Stock issuable upon the exercise of warrants
issued in the Reorganization, which have a weighted exercise price of $7.27
per share. See "Management -- Stock Incentive Plan" and "The
Reorganization."

RISK FACTORS

See "Risk Factors" beginning on page 9 for information that should be
considered by prospective investors. Such risk factors include the potential for
additional subsidies of the Company's health benefit plans; the geographic
market concentration and the concentration of clients in the construction
industry; the attrition of clients; the volatility in workers' compensation
insurance rates and unemployment tax; the failure to manage growth; possible
loss of the qualified status of the Company's 401(k) retirement plan and failure
of the cafeteria plan to meet certain tax requirements; the possible adverse
application of certain Federal and state laws; dependence on key vendors;
possible liability for client and employee actions; liability for worksite
employee payroll and payroll taxes; state and local regulation of the PEO
industry; competition and new market entrants; dependence on key personnel;
risks associated with expansion into additional states; anti-takeover effects of
certain charter and bylaw provisions and Florida law; control by existing
shareholders; absence of a prior trading market and potential volatility of
stock price; shares eligible for future sale; and dilution to new investors.
6
<PAGE> 8

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

<TABLE>
<CAPTION>
THE PREDECESSOR THE COMPANY
-------------------------- ---------------------------------------------------
FOR THE
PERIOD FOR THE PERIOD
FOR THE YEAR JANUARY 1, NOVEMBER 6,
ENDED 1993 TO 1993 TO FOR THE YEARS ENDED DECEMBER 31,
DECEMBER 31, NOVEMBER 5, DECEMBER 31, ----------------------------------
1992 1993 1993 1994 1995 1996
------------ ----------- -------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Revenues.................... $235,043 $354,634 $83,553 $735,763 $1,091,588 $1,432,131
Cost of services:
Salaries, wages and payroll
taxes..................... 207,761 312,272 73,580 657,534 975,887 1,283,787
Benefits, workers'
compensation, state
unemployment taxes and
other costs............... 19,592 26,980 6,071 46,194 83,664 88,839
-------- -------- ------- -------- ---------- ----------
Total cost of services.... 227,353 339,252 79,651 703,728 1,059,551 1,372,626
-------- -------- ------- -------- ---------- ----------
Gross profit................ 7,690 15,382 3,902 32,035 32,037 59,505
Operating expenses:
Salaries, wages and
commissions............... 3,179 7,959 1,592 15,537 29,674 37,264
Other general and
administrative............ 4,953 3,598 1,119 6,836 19,420 19,528
Depreciation and
amortization.............. 217 257 193 1,307 3,219 3,154
-------- -------- ------- -------- ---------- ----------
Total operating
expenses................ 8,349 11,814 2,904 23,680 52,313 59,946
-------- -------- ------- -------- ---------- ----------
Operating (loss) income..... (659) 3,568 998 8,355 (20,276) (441)
Interest (income) expense... (115) (104) 294 3,448 4,764 3,401
Other expenses (income)..... 68 (1,244) 11 95 (98) 23
-------- -------- ------- -------- ---------- ----------
Net (loss) income........... $ (612) $ 4,916 693 4,812 (24,942) (3,865)
======== ========
Fixed return amount on
preferred partnership
interests................. (28) (164) -- (1,772)
------- -------- ---------- ----------
Net income (loss)
attributable to common
limited partnership
interests. ............... $ 665 $ 4,648 $ (24,942) $ (5,637)
======= ======== ========== ==========
Pro forma net loss per share
attributable to common
shareholders(1)........... $ (.28)
==========
Pro forma weighted average
common shares (in
thousands)(1)............. 19,892
==========
</TABLE>

7
<PAGE> 9

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------------
PRO FORMA(2) AS ADJUSTED(3)
------------ --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Total assets.............................................. $ 65,758 $
Long-term capital leases, including current portion....... 3,746 --
Long-term borrowings, including current portion........... 17,700 --
Shareholders' (deficit) equity............................ $(35,897)
</TABLE>

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

(1) Pro forma net loss per share attributable to common shareholders and pro
forma weighted average shares outstanding for the period presented are
calculated after giving effect to the Reorganization. See "The
Reorganization." In connection with the Reorganization, the Company will
issue 19,198,300 shares of Common Stock and warrants to acquire 1,345,470
shares of Common Stock, at an exercise price of $7.27 per share. Pro forma
weighted average common shares have been calculated using the treasury
stock method. Pursuant to the rules of the Securities and Exchange
Commission, the warrants issued have been included as common stock
equivalents in the calculation of weighted average shares outstanding.
Assuming the Offering was consummated on January 1, 1996, the pro forma net
loss per share attributable to common shareholders would have been $( )
per share based upon pro forma weighted shares of approximately
.
(2) Assumes the Reorganization had occurred at December 31, 1996. See "The
Reorganization."
(3) Assumes the Reorganization had occurred at December 31, 1996, as adjusted to
give effect to the sale of shares of Common Stock offered by the
Company hereby (assuming an initial offering price of $ per share,
the midpoint of the filing range) and the application of the net proceeds
therefrom. See "The Reorganization" and "Use of Proceeds."
8
<PAGE> 10

RISK FACTORS

An investment in the Company involves a significant degree of risk.
Prospective purchasers should carefully consider the factors set forth below, as
well as the other information provided elsewhere in this Prospectus, before
making any investment in the Common Stock. When used in this Prospectus, the
words "anticipate," "estimate," "project," "expect" and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
certain risks, uncertainties and assumptions. The factors discussed below and
others elsewhere in this Prospectus may affect the Company's operations and the
PEO industry in which it operates. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated, projected
or expected.

POTENTIAL FOR ADDITIONAL SUBSIDIES OF HEALTH BENEFIT PLANS

The Company provided subsidies to its health benefit plans of $20.6 million
and $10.1 million in 1995 and 1996, respectively. These subsidies related to a
minimum premium arrangement with Provident Life and Accident Insurance Company
("Provident"), which was terminated December 31, 1996, pursuant to which the
Company was obligated to reimburse Provident for the cost of the claims incurred
by participants under the plans, plus the cost of plan administration. Subsidies
arise when the foregoing costs exceed the premiums collected by the Company from
the participants in its health benefit plans. The Company's current arrangement
with Blue Cross/Florida for its worksite employees in Florida, and states other
than Texas and Georgia, is also a minimum premium arrangement. The Company, in
consultation with its actuarial consultants, William M. Mercer, Incorporated,
currently estimates that it will provide progressively lesser subsidies to its
health benefit plans in 1997 and 1998. The level of subsidies is affected, in
part, by: (i) the trend in medical cost inflation; (ii) the ability of the
Company to pass along price increases to the plan participants; (iii) the level
of utilization of services by plan participants; (iv) the percentage of
participants enrolled in managed care plans; and (v) the level of overall
participation in the Company's health benefit plans, not all of which are
predictable or within the Company's control. The Company has increased the
premiums charged its clients and worksite employees with respect to such plans
for 1996 and 1997; instituted more stringent enrollment qualifications; and
otherwise restructured its health benefit offerings to reduce the magnitude of
such subsidies. However, the Company and its carriers may not be successful in
managing the cost of such plans. Accordingly, the subsidies provided by the
Company to such plans may increase; may be greater than the Company's current
estimates; and may have a materially adverse effect on the Company's financial
condition, results of operations and liquidity. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Business -- Vendor Relationships -- Blue Cross/Blue Shield."

GEOGRAPHIC MARKET CONCENTRATION AND CONCENTRATION OF CLIENTS IN CONSTRUCTION
INDUSTRY

While the Company currently has offices in three states and worksite
employees in 39 states, the Company's Florida operations accounted for
approximately 95%, 91% and 82% of the Company's total worksite employee salaries
and wages in 1994, 1995 and 1996, respectively. As a result of the size of the
Company's base of worksite employees in Florida and anticipated continued growth
from its Florida operations, the Company's profitability over the next several
years is expected to be largely dependent on economic and regulatory conditions
in Florida. At present, the Florida economy is growing at a rate greater than
the national average, and the regulatory posture in Florida towards the PEO
industry and workers' compensation is favorable. However, any adverse change in
either of these conditions could have a material adverse effect on the Company's
profitability and growth prospects.

In addition, 26% of the Company's revenues, accounting for more than half
of its gross profits in 1996, were generated by clients in the construction
industry. The level of activity in the construction market depends on many
factors, including interest rates, availability of financing, demographic trends
and economic outlook. Consequently, such level of activity is determined by
factors that are not within the Company's control. A reduction in the level of
activity in the construction industry within the markets in which the Company
operates could have a material adverse effect on the Company's profitability and
growth prospects.

9
<PAGE> 11

ATTRITION OF CLIENTS

The Company's standard agreement with its clients (the "Client Leasing
Agreement") has an initial one-year term, but is subject to termination on 30
days' notice by either the Company or the client. As a result of the short-term
nature of the Client Leasing Agreement, the Company is potentially vulnerable to
attrition of clients. The Company's results of operations are dependent, in
part, upon the Company's ability to replace those clients that terminate the
Client Leasing Agreement. NAPEO's standard for measuring attrition is computed
by dividing the number of clients lost during the period, by the sum of the
number of clients at the beginning of the period plus the number of clients
added during the period (the "Client Attrition Rate"). Based on this standard,
the Company's Client Attrition Rate was 21.2% in 1994, 18.9% in 1995 and 26.4%
in 1996. The Company believes that its increased rate of attrition in 1996 was
the result, in part, of: (i) a significant increase in its health benefit plan
premiums for the 1996 plan year; (ii) slowness in health claims payments by its
former healthcare provider during late 1995 and the first half of 1996; (iii)
its efforts to audit its client base with respect to workers' compensation
classification coding during late 1995 and early 1996, which caused service fees
to rise for certain clients that were reclassified; and (iv) the changes that
the Company implemented in late 1995 in its payroll processing operations when
it initiated call center operations, which temporarily increased payroll errors
and disrupted client relations. While the Company has taken certain actions to
reduce the levels of client attrition, there can be no assurance that these
actions will be successful. See "Business -- Clients -- Client Selection and
Retention Strategy."

VOLATILITY IN WORKERS' COMPENSATION INSURANCE RATES AND UNEMPLOYMENT TAX

The Company's service fee includes components related to workers'
compensation insurance coverage and state unemployment taxes. In 1996,
approximately half of the Company's gross profits were derived from these
components of the service fee. The Company's profitability and growth prospects
are dependent upon its ability to provide these services at costs competitive
with clients' stand-alone costs for such services, and on its direct costs in
providing these services being less than the service fee component associated
therewith. The rate charged for the Company's workers' compensation insurance
has been fixed through December 31, 1999 pursuant to its agreement with Liberty
Mutual. The Company currently operates in states, such as Florida, that have
state-administered workers' compensation pricing structures. In these states,
the most significant price component of workers' compensation rates is fixed by
insurance regulatory agencies. The Company also operates in states, such as
Texas, that do not have state-administered pricing, but where workers'
compensation rates are subject to carrier-specific rate filings. Under either
pricing system, a decline in workers' compensation rates would likely force the
Company to lower its service fees in order to remain competitive. In addition, a
general reduction in state unemployment tax assessments could have a similar
effect on the Company's service fee revenues. As such, the Company's
profitability and growth prospects may be adversely affected.

FAILURE TO MANAGE GROWTH

The Company has experienced significant growth, which has and will continue
to place a significant strain on the Company's management, financial and
operating resources. Failure to manage growth effectively could have a material
adverse effect on the Company's financial condition or results of operations.

POSSIBLE LOSS OF QUALIFIED STATUS FOR CERTAIN TAX PURPOSES

The Internal Revenue Service ("the IRS") is conducting a market segment
study of the PEO industry (the "Market Segment Study") focusing on selected PEOs
(not including the Company) in order to examine the relationship among PEOs,
their clients, worksite employees and the owners of clients. If the IRS
concludes that PEOs are not "employers" of certain worksite employees for
purposes of the Code the tax qualified status of the Company's 401(k) retirement
plan as in effect prior to April 1, 1997 (the date of inception of the Company's
new redesigned 401(k) retirement plan) could be revoked, its "cafeteria plan"
(which includes a flexible spending account allowing for payment of certain
health and dependent care coverages with pre-tax payroll dollars) may lose its
favorable tax status and the Company may no longer be able to assume its
clients' Federal employment tax withholding obligations. If the loss of
qualified tax status

10
<PAGE> 12

for such 401(k) retirement plan is applied retroactively, worksite employees'
vested account balances would become taxable immediately to the worksite
employees, the Company would lose its tax deduction to the extent the
contributions were not vested, the plan trust would become a taxable trust and
penalties could be assessed. In addition, if the cafeteria plan is not
considered to meet the requirements of Section 125 of the Code, clients may
become liable for failure to withhold income taxes and payroll taxes, failure to
pay social security taxes and failure to report taxable income. In such events,
the Company would face the risk of client dissatisfaction, as well as potential
litigation, and its financial condition, results of operations and liquidity
could be materially adversely affected. In addition, if the Company is required
to report and pay employment taxes for the separate accounts of its clients
rather than for its own account as a single employer, the Company could incur
increased administrative burdens. The Company is unable to predict the timing or
nature of the findings of the Market Segment Study or the ultimate outcome of
such findings. See "Industry Regulation."

POSSIBLE ADVERSE APPLICATION OF CERTAIN FEDERAL AND STATE LAWS

The Company's operations are affected by numerous Federal and state laws
and regulations relating to employment matters, benefit plans and taxes. By
entering into a co-employer relationship with its client, the Company assumes
certain obligations and responsibilities of an employer under these laws.
However, many of these laws (such as the Employee Retirement Income Security Act
("ERISA") and Federal and state employment tax laws) do not specifically address
the obligations and responsibilities of non-traditional employers such as PEOs,
and the definition of "employer" under these laws is not uniform. In addition,
many of the states in which the Company operates have not addressed the PEO
relationship for purposes of compliance with applicable state laws governing the
employer/employee relationship. If these Federal or state laws are ultimately
applied in a manner unfavorable to the Company, such application could have a
material adverse effect on the Company's results of operations and financial
condition. See "Industry Regulation."

DEPENDENCE ON KEY VENDORS

The Company's ability to offer competitive health benefit plans that cover
worksite employees is critical to retaining existing and attracting new clients.
The Company's current health benefit plans are provided by vendors with whom the
Company has recently established relationships. While the Company believes that
replacement plans could be obtained on competitive terms with other carriers,
such replacement could cause a significant disruption to the Company's business,
resulting in increased client dissatisfaction and attrition that could have a
material adverse effect on the Company's results of operations or financial
condition.

The Company's workers' compensation policy provided by Liberty Mutual was
initially issued in March 1994, renegotiated as of January 1, 1997 and does not
expire until December 31, 1999. In the event the Company is unable to renew or
replace such policy on the same or more favorable terms, such failure could have
a material adverse effect on the Company's results of operations or financial
condition. See "Business -- Vendor Relationships."

LIABILITIES FOR CLIENT AND EMPLOYEE ACTIONS

A number of legal issues remain unresolved with respect to the
co-employment arrangement between a PEO and its client, including questions
concerning the ultimate liability for violations of employment and
discrimination laws. The Client Leasing Agreement establishes the contractual
division of responsibilities between the Company and its client for various
personnel management matters, including compliance with and liability under
various governmental regulations. However, because the Company acts as a
co-employer, the Company may be subject to liability for violations of these or
other laws despite these contractual provisions, even if it does not participate
in such violations. Although the Client Leasing Agreement provides that the
client is to indemnify the Company for any liability attributable to the conduct
of the client, the Company may not be able to effectively enforce such
contractual indemnification. In addition, worksite employees may be deemed to be
agents of the Company, subjecting the Company to liability for the actions of
such worksite employees. See "Business -- Clients" and "Industry Regulation."

11
<PAGE> 13

LIABILITY FOR WORKSITE EMPLOYEE PAYROLL AND PAYROLL TAXES

In providing its services, the Company becomes a co-employer of worksite
employees and assumes the obligations to pay the salaries, wages and related
benefit costs and payroll taxes of such worksite employees. As a co-employer,
the Company assumes such obligations as a principal, not merely as an agent of
the client. The Company's obligations include responsibility for: (i) payment of
the salaries and wages for work performed by worksite employees at the Federal
minimum wage and overtime rates, regardless of whether the client makes timely
payment to the Company; and (ii) payment of payroll withholding taxes, Federal
and state unemployment taxes, and taxes due under the Federal Income
Contribution Act ("FICA"), even if the client defaults in its payment to the
Company. However, the Company retains the ability to immediately terminate the
Client Leasing Agreement, as well as its relationship with the worksite
employees, for failure to pay. In addition, the Company requires the owners of
substantially all of its clients to personally guarantee the performance of the
Client Leasing Agreement. There is no assurance, however, that such owners would
financially be able to satisfy such guarantee obligations. During 1996, the
Company recorded a total of approximately $651,000 in bad debt expense
(including direct costs and the unpaid portion of the Company's service fees) on
approximately $1.4 billion of total revenues. There can be no assurance that the
Company's ultimate liability for worksite employee payroll and related tax costs
will not have a material adverse effect on its results of operations or
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

STATE AND LOCAL REGULATION OF THE PEO INDUSTRY

The Company employs worksite employees in 39 states and is subject to
regulation by various local and state agencies pertaining to a wide variety of
employment-related laws. Many of these regulations were developed prior to the
emergence of the PEO industry and do not specifically address non-traditional
employers. While many states do not explicitly regulate PEOs, 16 states
(including Florida and Texas) have passed laws that have licensing or
registration requirements for PEOs and at least three states, including Georgia,
are considering such regulations. Such laws vary from state to state but
generally provide for monitoring the fiscal responsibility of PEOs. While the
Company generally supports licensing because it serves to clarify the
co-employer relationship between a PEO and its client, there can be no assurance
that the Company will be able to satisfy licensing requirements or other
applicable regulations of any particular state. In addition, there can be no
assurance that the Company will be able to renew its licenses in the states in
which it currently operates upon expiration of such licenses. Certain state
licensing statutes require controlling persons of PEOs, which in some cases are
defined as persons owning as little as ten percent of a PEO's outstanding stock,
to register under such statutes. Failure of such persons to comply with such
registration requirements could jeopardize the Company's license to conduct
business in such states. For a more complete description of these regulations,
see "Industry Regulation -- State Regulation."

COMPETITION AND NEW MARKET ENTRANTS

The PEO industry is highly fragmented. NAPEO estimates that there are
approximately 2,000 companies providing PEO services to some extent. Most of
these companies have limited operations and fewer than 1,000 worksite employees,
but there are several larger industry participants, three of which, the Company
believes, have PEO revenues in excess of $500 million. In addition, competitors
with greater resources than the Company have recently entered the PEO market,
such as payroll processing firms, temporary staffing providers and managed care
providers. If the Company is unable to successfully compete, its results of
operations and financial condition would be adversely affected. See
"Business -- Competition."

DEPENDENCE ON KEY PERSONNEL

The Company's success is dependent upon the continued contributions of its
key management personnel. See "Management." Many of the Company's key personnel
would be difficult to replace. The Company's senior executives are subject to
noncompetition agreements, as are its sales personnel. If the Company were to
lose certain of its key personnel, the replacement of such personnel could cause
a significant disruption to the

12
<PAGE> 14

Company's business, which could have a material adverse effect on the Company's
results of operations or financial condition.

RISKS ASSOCIATED WITH EXPANSION INTO ADDITIONAL STATES

The Company operates primarily in Florida, Texas and Georgia, with such
states accounting for 82%, 9% and 6%, respectively, of the Company's total
worksite employee salaries and wages in 1996. Future growth of the Company's
operations depends, in part, on the Company's ability to offer its services to
prospective clients in additional states. In order to operate effectively in a
new state, the Company must obtain all necessary regulatory approval, adapt its
procedures to that state's regulatory requirements and modify its service
offerings to adapt to local market conditions. See "Industry Regulation."
Moreover, as the Company expands into additional states, there can be no
assurance that the Company will be able to duplicate in other markets the
revenue growth and operating results experienced in its current markets.

ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER AND BYLAW PROVISIONS AND FLORIDA LAW

The Company's Articles of Incorporation and Bylaws include provisions that
may have the effect of discouraging proposals by third parties to acquire a
controlling interest in the Company, which could deprive shareholders of the
opportunity to consider an offer that would be beneficial to them. These
provisions include: (i) a classified Board of Directors; (ii) the ability of the
Board of Directors to fix the number of directors and fill vacancies on the
Board of Directors; and (iii) restrictions on the ability of shareholders to
call special meetings, act by written consent or amend the foregoing provisions.
In addition, under certain conditions, the Florida Business Corporation Act (the
"Florida Act") would impose restrictions or moratorium on certain business
combinations between the Company and an "interested shareholder" (in general, a
shareholder owning ten percent or more of a corporation's outstanding voting
stock). The existence of such provisions may have a depressive effect on the
market price of the Common Stock in certain situations. See "Description of
Capital Stock -- Provisions Having Possible Anti-Takeover Effect."

CONTROL BY EXISTING SHAREHOLDERS

Immediately following the Offering, the Company's officers, directors and
principal shareholders will beneficially own an aggregate of shares of
Common Stock of the Company, constituting approximately % of the
outstanding shares of Common Stock (or such persons will beneficially own
shares, representing approximately % of the outstanding shares,
if the Underwriters' over-allotment option is exercised in full). Accordingly,
such persons will be in a position to control actions that require the consent
of a majority of the Company's outstanding voting stock, including the election
of directors. See "Principal and Selling Shareholders" and "Description of
Capital Stock."

ABSENCE OF PRIOR TRADING MARKET; POTENTIAL VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common
Stock. There can be no assurance that an active trading market will develop for
the Common Stock or, if one does develop, that it will be maintained. The
initial public offering price of the Common Stock will be determined by
negotiation between the Company and the Representatives of the Underwriters. See
"Underwriting" for information relating to the factors to be considered in
determining the initial public offering price. The market price of the shares of
Common Stock could be highly volatile, fluctuating in response to factors such
as variations in the Company's operating results, announcements of new services
or market expansions by the Company or its competition, or developments relating
to regulatory or other issues affecting the PEO industry.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of the Common Stock in the public market
following the Offering could have an adverse effect on the prevailing market
price of the Common Stock. All of the Company's currently outstanding shares of
Common Stock are eligible for sale pursuant to the exemption from registration
pursuant to Rule 144 under the Securities Act ("Rule 144"), subject to
applicable holding periods, volume

13
<PAGE> 15

and other limitations. In addition, certain holders of Common Stock will have
registration rights for an aggregate of up to 5,137,201 shares of Common Stock.
However, the officers, directors and certain other shareholders of the Company
have agreed with the Underwriters not to, directly or indirectly, offer for
sale, sell or otherwise dispose of (or enter into any device which is designed
to or could be expected to result in the disposition at any time in the future
of) any of their shares for a period of 180 days from the date of this
Prospectus without the prior written consent of Lehman Brothers Inc. Such
shareholders will beneficially own an aggregate of approximately
shares of Common Stock upon the completion of the Offering. Immediately after
completion of the Offering, a total of shares of Common Stock
( shares if the Underwriters' over-allotment option is exercised in
full) will be eligible for resale in the public market without restriction. See
"Shares Eligible for Future Sale."

DILUTION

Purchasers of the Common Stock offered by the Company hereby will
experience immediate and significant dilution (approximately $ per share
assuming an initial public offering price of $ per share of Common Stock,
the midpoint of the filing range) in the pro forma net tangible book value of
their shares. See "Dilution."

THE REORGANIZATION

The Company's operations are currently conducted through various limited
partnerships. Staff Acquisition, Inc., a Delaware corporation ("Staff
Acquisition"), is the sole general partner of the Partnership, and of each of
the operating limited partnerships ("OLPs"), all of which are Delaware limited
partnerships, which operate the business of the Company. Staff Acquisition and
the Partnership were formed for the purpose of acquiring, in November 1993, the
Predecessor that operated the business now conducted by the Company. The general
partnership interest of Staff Acquisition in the Partnership and in each of the
OLPs is a one percent interest (for an aggregate ownership interest of 1.99% of
the consolidated group). Charles S. Craig, Chairman and Chief Executive Officer
and a director of the Company, owns all of the issued and outstanding capital
stock of Staff Acquisition. The 99% limited partnership interests in the
Partnership are held by various investors, including certain executive officers,
directors and employees of the Company. The Partnership is the sole limited
partner of each of the OLPs.

Staff Leasing was formed for the purpose of effecting a reorganization (the
"Reorganization") pursuant to which all of the holders of the limited
partnership interests in the Partnership will exchange their partnership
interests for shares of Common Stock, warrants to purchase Common Stock and/or
cash, and Staff Leasing will become the sole limited partner of the Partnership.
The Reorganization will be effected by the formation of SLI Transitory, L.P., a
Delaware limited partnership ("Transitory"). Staff Acquisition will be the sole
general partner of Transitory and Staff Leasing will be the sole limited
partner. Transitory, the Partnership, Staff Acquisition and Staff Leasing will
enter into an agreement and plan of merger pursuant to which Transitory will be
merged into the Partnership on or prior to consummation of the Offering (the
"Merger"), with the Partnership being the surviving partnership in the Merger.
Upon the Merger and consummation of the Offering: (i) certain of the Class A
preferred limited partnership interests in the Partnership (the "Class A
Interests") will be exchanged for an aggregate of 2,020,447 shares of Common
Stock; (ii) certain of the Class A Interests will be exchanged (a) for
non-convertible preferred limited partnership interests in the Partnership,
which will be repurchased with approximately $9.8 million of the proceeds of the
Offering and (b) for warrants (the "Warrants") to purchase an aggregate of
1,345,974 shares of Common Stock at an aggregate exercise price of approximately
$9.8 million ($7.27 per share); (iii) certain of the Class A Interests will be
exchanged for (a) an aggregate of 39,783 shares of Common Stock and (b)
approximately $0.6 million of the proceeds from the Offering; (iv) the Class B
non-convertible preferred limited partnership interests in the Partnership (the
"Class B Interests") will be repurchased with approximately $6.8 million of the
proceeds of the Offering; (v) all of the common limited partnership interests in
the Partnership (the "Common Interests") will be exchanged for an aggregate of
17,138,070 shares of Common Stock; and (vi) approximately $2.2 million, payable
on the Class A Interests and Class B Interests in respect of the fixed return on
such interests (the "Fixed Return Amount"), will be paid from the proceeds of
the

14
<PAGE> 16

Offering to the holders of such interests as required under the partnership
agreement governing the Partnership.

Upon consummation of the Merger, Staff Acquisition will remain the general
partner of the Partnership with a one percent general partnership interest
therein and Staff Leasing will be the sole limited partner of the Partnership
with a 99% limited partnership interest therein. Following the Reorganization,
the business of the Company will continue to be operated through the Partnership
and the OLPs, and for Federal tax purposes, future taxable income generated by
the OLPs will be allocated to Staff Acquisition and not to the Company until
Staff Acquisition has been allocated income equal to certain net losses
previously allocated to it. The amount of such net losses as of December 31,
1996 was approximately $11.1 million.

As part of the Reorganization, Mr. Craig will enter into a voting trust
agreement pursuant to which the Company, as trustee under the voting trust
agreement, will possess, and be entitled to exercise, all rights to vote the
stock of Staff Acquisition and to give consents or waivers in respect of such
stock. The same persons constitute the Boards of Directors of the Company and
Staff Acquisition. In addition, Mr. Craig will grant to the Company an option to
acquire the stock of Staff Acquisition in exchange for 417,903 shares of Common
Stock. The number of shares of Common Stock issuable to Mr. Craig in connection
with the exercise of such option was determined on the same basis used to
determine the number of shares of Common Stock issued in exchange for the Common
Interests.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of
Common Stock offered by the Company hereby are estimated to be $ million
($ million if the Underwriters' over-allotment option is exercised in full),
at an assumed initial public offering price of $ per share (the
midpoint of the filing range) and after deduction of underwriting discounts and
estimated expenses payable by the Company. The Company will not receive any
proceeds from the sale of shares of Common Stock offered hereby by the Selling
Shareholders.

The Company intends to use: (i) approximately $16.5 million of the net
proceeds from the Offering to repay indebtedness outstanding under the Company's
bank credit facility, which matures in December 1999 and bears interest at the
option of the Company at a floating rate of either (A) the base rate, defined as
the higher of (x) 1/2 of 1% in excess of the Federal funds rate and (y) the
prime rate plus 2.5%, or (B) LIBOR plus 4.0%; (ii) approximately $3.0 million to
prepay certain capitalized lease obligations, which have due dates ranging from
June 1998 to September 2000 and bear interest at fixed rates ranging from 8.87%
to 10.03%, with a weighted average rate of 9.24%; (iii) approximately $6.8
million to repurchase the Class B Interests; (iv) approximately $10.4 million to
repurchase certain of the Class A Interests and certain non-convertible
preferred limited partnership interests; and (v) approximately $2.2 million to
pay the Fixed Return Amount. See "The Reorganization." The remainder will be
used for general corporate purposes, which may include acquisitions of existing
PEOs or other companies with related operations should favorable acquisition
opportunities arise. The Company does not have any agreement, arrangement or
understanding regarding such acquisitions or any money budgeted for such
acquisitions.

Pending such uses of the net proceeds, the Company intends to invest such
funds in short-term, interest-bearing investment grade securities, certificates
of deposit or obligations issued or guaranteed by the United States government.

15
<PAGE> 17

DIVIDEND POLICY

The Company does not anticipate declaring or paying dividends on its Common
Stock in the foreseeable future. The Company expects that it will retain all
available earnings generated by the Company's operations for the development and
growth of its business. Any future determination as to the payment of dividends
will be made at the discretion of the Board of Directors of the Company and will
depend upon the Company's operating results, financial condition, capital
requirements, general business conditions and such other factors as the Board of
Directors deems relevant. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

CAPITALIZATION

The following table sets forth the pro forma capitalization of the Company
as of December 31, 1996: (i) after giving effect to the Reorganization; and (ii)
as adjusted to give effect to the sale of shares of Common Stock
offered by the Company hereby (assuming an initial offering price of $
per share, the midpoint of the filing range) and the application of the net
proceeds therefrom, as described in "Use of Proceeds." This table should be read
in conjunction with the Consolidated Financial Statements of the Company and the
Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------
PRO FORMA
PRO FORMA AS ADJUSTED
--------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Total debt and capitalized lease obligations(1)............. $ 21,446 $
Redeemable preferred stock.................................. 17,715
Shareholders' equity:.......................................
Preferred stock, par value $.01 per share
Shares authorized -- 10,000,000
Shares issued and outstanding -- none..................
Common stock, par value $.01 per share
Shares authorized -- 100,000,000
Shares issued and outstanding -- 19,198,300, pro forma,
and , as adjusted, respectively(2)............. 192
Additional paid in-capital(3)............................. 1,317
Accumulated deficit....................................... (37,406)
--------
Total shareholders' deficit....................... (35,897)
-------- --------
Total capitalization.............................. $ 3,264 $
======== ========
</TABLE>

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

(1) Includes current maturities of long-term debt and capitalized lease
obligations of $7,092. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and Note 4 of Notes to Consolidated Financial Statements.
(2) Excludes: (i) shares of Common Stock reserved for issuance under
the Company's stock incentive plan, of which shares were subject
to outstanding options as of the date of this Prospectus at an exercise
price per share equal to the initial price to the public in the Offering;
and (ii) 1,345,974 shares of Common Stock issuable upon the exercise of the
Warrants, which have a weighted exercise price of $7.27 per share. See
"Management -- Stock Incentive Plan" and "The Reorganization."
(3) Includes $956,000 of shareholder notes receivable.

16
<PAGE> 18

DILUTION

The pro forma net tangible book value at December 31, 1996, after giving
effect to the Reorganization, was a deficit of $ million or a deficit of
$ per share. Pro forma net tangible book value per share represents the
amount of total tangible assets less total liabilities, divided by the number of
shares of Common Stock outstanding. After giving effect to the sale by the
Company of shares of Common Stock (at an assumed initial offering
price of $ per share, the midpoint of the filing range) and the
application of the estimated net proceeds therefrom, the pro forma net tangible
book value at December 31, 1996 would have been $ million or $ per
share. This represents an immediate increase in pro forma net tangible book
value of $ per share to existing shareholders and an immediate dilution
in pro forma net tangible book value of $ per share to new investors
purchasing Common Stock in the Offering. The following table illustrates this
per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $
Pro forma net tangible book value per share at December
31, 1996............................................... $
Increase per share attributable to new investors..........
--------
Pro forma net tangible book value after the Offering........
--------
Dilution per share to new investors......................... $
========
</TABLE>

The following table sets forth, on a pro forma basis, as of December 31,
1996, after giving effect to the Reorganization, the number of shares of Common
Stock purchased from the Company, the total consideration paid to the Company
and the average price paid per share by existing shareholders and by the new
investors purchasing of shares of Common Stock offered by the Company hereby (at
an assumed initial public offering price of $ per share, the midpoint
of the filing range):

<TABLE>
<CAPTION>
TOTAL
SHARES PURCHASED CONSIDERATION(1)
----------------- ------------------ AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------- ------- -------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing shareholders(2)................ % $ % $
New investors(2)........................
------- --- -------- ---
Total......................... 100% 100%
======= === ======== ===
</TABLE>

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

(1) Sales by the Selling Shareholders in the Offering, assuming the
Underwriters' over-allotment option is exercised in full, will reduce the
number of shares held by existing shareholders to or % of
the total number of shares of Common Stock to be outstanding after the
Offering, and will increase the number of shares held by new investors to
or % of the total number of shares of Common Stock to be
outstanding after the Offering. See "Principal and Selling Shareholders."
(2) Excludes: (i) shares of Common Stock reserved for issuance under
the Company's stock incentive plan, of which shares were subject
to outstanding options as of the date of this Prospectus at an exercise
price per share equal to the initial price to the public in the Offering;
and (ii) 1,345,974 shares of Common Stock issuable upon the exercise of the
Warrants, which have a weighted exercise price of $7.27 per share. See
"Management -- Stock Incentive Plan," and "The Reorganization."

17
<PAGE> 19

SELECTED FINANCIAL DATA

The following table sets forth certain selected historical financial and
operating data of the Company as of the dates and for the periods indicated. The
Company was formed in November 1993 to acquire the Predecessor. The entities
comprising the Predecessor all operated as S-corporations under the Code. The
Partnership has operated as a limited partnership for all periods presented.
After the Offering, the Company will operate as a C-corporation under the Code.
The following selected financial data are qualified by reference to, and should
be read in conjunction with, the consolidated financial statements, related
notes and other financial information included elsewhere in this Prospectus, as
well as "Management's Discussion and Analysis of Financial Condition and Results
of Operations." The statement of operations data set forth below, for each of
the three years in the period ended December 31, 1996, and the balance sheet
data at December 31, 1995 and 1996, are derived from the audited consolidated
financial statements of the Company, which are included elsewhere in this
Prospectus. The statement of operations data for the period November 6, 1993 to
December 31, 1993, and the balance sheet data at December 31, 1993, are derived
from the audited consolidated financial statements of the Company and are not
included herein. The statement of operations data for the year ended December
31, 1992, the period January 1, 1993 to November 5, 1993 and the balance sheet
data at December 31, 1992 are derived from audited combined financial statements
of the Predecessor and are not included herein.

<TABLE>
<CAPTION>
THE PREDECESSOR THE COMPANY
----------------------------- -----------------------------------------------------
FOR THE PERIOD FOR THE PERIOD
FOR THE YEAR JANUARY 1, NOVEMBER 6,
ENDED 1993 TO 1993 TO FOR THE YEARS ENDED DECEMBER 31,
DECEMBER 31, NOVEMBER 5, DECEMBER 31, ------------------------------------
1992 1993 1993 1994 1995 1996
------------ -------------- -------------- -------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues........................ $235,043 $354,634 $ 83,553 $735,763 $1,091,588 $1,432,131
Cost of services:
Salaries, wages and payroll
taxes....................... 207,761 312,272 73,580 657,534 975,887 1,283,787
Benefits, workers'
compensation, state
unemployment taxes and other
costs....................... 19,592 26,980 6,071 46,194 83,664 88,839
-------- -------- -------- -------- ---------- ----------
Total cost of services.... 227,353 339,252 79,651 703,728 1,059,551 1,372,626
-------- -------- -------- -------- ---------- ----------
Gross profit.................... 7,690 15,382 3,902 32,035 32,037 59,505
Operating expenses:
Salaries, wages and
commissions................. 3,179 7,959 1,592 15,537 29,674 37,264
Other general and
administrative.............. 4,953 3,598 1,119 6,836 19,420 19,528
Depreciation and
amortization................ 217 257 193 1,307 3,219 3,154
-------- -------- -------- -------- ---------- ----------
Total operating
expenses................ 8,349 11,814 2,904 23,680 52,313 59,946
-------- -------- -------- -------- ---------- ----------
Operating (loss) income......... (659) 3,568 998 8,355 (20,276) (441)
Interest (income) expense....... (115) (104) 294 3,448 4,764 3,401
Other expenses (income)......... 68 (1,244) 11 95 (98) 23
-------- -------- -------- -------- ---------- ----------
Net (loss) income............... $ (612) $ 4,916 693 4,812 (24,942) (3,865)
======== ========
Fixed return amount on preferred
limited partnership
interests..................... (28) (164) -- (1,772)
-------- -------- ---------- ----------
Net income (loss) attributable
to common limited partnership
interests..................... $ 665 $ 4,648 $ (24,942) $ (5,637)
======== ======== ========== ==========
Pro forma net loss per share
attributable to common
shareholders(1)............... $ (.28)
==========
Pro forma weighted average
common shares (in
thousands)(1)................. 19,892
==========
</TABLE>

18
<PAGE> 20
<TABLE>
<CAPTION>
THE PREDECESSOR THE COMPANY
----------------------------- -----------------------------------------------------
FOR THE PERIOD FOR THE PERIOD
FOR THE YEAR JANUARY 1, NOVEMBER 6,
ENDED 1993 TO 1993 TO FOR THE YEARS ENDED DECEMBER 31,
DECEMBER 31, NOVEMBER 5, DECEMBER 31, ------------------------------------
1992 1993 1993 1994 1995 1996
------------ -------------- -------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
STATISTICAL AND OPERATING DATA:
Worksite employees at period
end........................... 18,284 29,861 31,888 50,611 73,116 86,000
Clients at period end........... 1,960 3,436 3,626 5,041 6,490 7,511
Average number of worksite
employees per client at period
end........................... 9.33 8.69 8.79 10.04 11.27 11.45
Capital expenditures............ $ 682 $ 614 $ 34 $ 751 $ 11,619 $ 5,923
</TABLE>

<TABLE>
<CAPTION>
THE COMPANY
THE PREDECESSOR ---------------------------------------------------
----------------------------- DECEMBER 31,
DECEMBER 31, ---------------------------------------------------
1992 1993 1994 1995 1996
------------ -------------- -------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets.......................... $ 8,589 $ 31,980 $ 44,902 $ 56,932 $ 65,982
Long-term capital leases, including
current portion..................... -- -- -- 5,069 3,746
Long-term borrowings, including
current portion..................... -- 11,292 30,800 26,450 17,700
Redeemable preferred limited
partnership interests............... -- 1,528 -- 2,000 31,208
Total shareholders' deficit........... (3,656) -- -- -- --
Total common partners' (deficit)
capital............................. -- 5,851 (9,173) (33,949) (49,213)
</TABLE>

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

(1) Pro forma net loss per share attributable to common shareholders and pro
forma weighted average common shares outstanding for the period presented
are calculated after giving effect to the Reorganization. See "The
Reorganization." In connection with the Reorganization, the Company will
issue 19,198,300 shares of Common Stock and Warrants to acquire 1,345,974
shares of Common Stock, at an exercise price of $7.27 per share. Pro forma
weighted average common shares have been calculated using the treasury stock
method. Pursuant to the rules of the Securities and Exchange Commission, the
Warrants issued have been included as common stock equivalents in the
calculation of weighted average shares outstanding. Assuming the Offering
was consummated on January 1, 1996, the pro forma net loss per share
attributable to common shareholders would have been $( ) per share based
upon pro forma weighted shares of approximately .

19
<PAGE> 21

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company is the largest PEO in the United States. At February 28, 1997,
the Company served over 7,800 clients with over 89,500 worksite employees. With
32 branches located in Florida, Texas and Georgia, the Company provides a broad
range of services, including payroll administration, risk management, benefits
administration, unemployment services and other human resource management
services. The Predecessor commenced operations in 1984. The Company was created
to acquire the Predecessor on November 5, 1993 for $15.0 million (the "Purchase
Price"). Financial information subsequent to November 5, 1993 reflects the
allocation of the Purchase Price, in accordance with Accounting Principles Board
No. 16 "Business Combinations," to the tangible and intangible assets acquired.
The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto included elsewhere in this
Prospectus. Historical results are not necessarily indicative of trends in
operating results for any future period.

REVENUES. Revenues consist of charges by the Company for the salaries and
wages of the worksite employees (including the employee-paid portion of health
and other benefits), the service fee and the client's portion of health and
retirement benefits provided to the worksite employees. These charges are
invoiced to the client at the time of each periodic payroll. The service fee
covers the cost of certain employment-related taxes, workers' compensation
insurance coverage and administrative and field services provided by the Company
to the client, including payroll administration and safety, human resource and
regulatory compliance consultation. Salaries and wages of worksite employees are
affected by the inflationary effects on wage levels, including the effect of
increases in the Federal minimum wage, and by competition in the labor markets
in which the Company operates. Fluctuations in salaries and wages resulting from
these factors have a proportionate impact on the Company's service fee, which is
invoiced as a percentage of salaries and wages.

COST OF SERVICES. Cost of services includes salaries and wages of worksite
employees, payroll taxes, employee benefit costs, workers' compensation
insurance and state unemployment taxes.

Salaries, wages and payroll taxes consist of salaries and wages of worksite
employees, the employer's portion of amounts due with respect to FICA, which
includes Social Security and Medicare related taxes, and Federal unemployment
taxes ("FUTA"). FICA and FUTA rates are fixed by the appropriate Federal
regulations. The amounts payable under FICA and FUTA are dependent on an
employee's wage levels, but are not affected by an employer's claims experience
or other employer-related criteria. These amounts are thus not subject to the
Company's control.

Employee benefit costs are comprised primarily of health benefit costs, but
also include costs of other employee benefits such as dental, disability and
group life insurance. Worksite employee participation in the Company's health
benefit plans is optional, as is the client's contribution to the cost of such
plans. The Company's current group health benefit plans are under three separate
contracts in force in the states of Florida, Texas and Georgia with the Blue
Cross entities in each respective state. Plans offered in Texas and Georgia are
provided to the Company under guaranteed cost arrangements, with the Company's
liability capped at fixed amounts. The Company's policy with Blue Cross/Florida
is a three year minimum premium arrangement pursuant to which the Company is
obligated to reimburse Blue Cross/Florida for the cost of the claims incurred by
participants under the plan, plus the cost of plan administration. Although the
administrative costs associated with this policy are fixed for the three year
term and stop loss coverage for 1997 is provided at the level of 115% of
projected claims, stop loss coverage for succeeding years will be established
based on claims experience in the first year of the policy.

Workers' compensation costs are the amounts paid by the Company under its
workers' compensation arrangement with Liberty Mutual. The Company did not
assume any workers' compensation liabilities from the Predecessor and, since
November 6, 1993, the date of acquisition of the Predecessor, the Company has
been fully insured through a guaranteed cost arrangement. The Company has
recently renewed its guaranteed cost arrangement with Liberty Mutual for a
three-year period that expires on December 31, 1999. The rate of

20
<PAGE> 22

payment (on the basis of cost per $100 of worker's compensation payroll) under
this arrangement is 27% less than that in effect for 1996. See "Risk
Factors -- Volatility in Workers' Compensation Insurance Rates and Unemployment
Tax."

State unemployment tax rates vary from state to state and are based upon
the employer's claims history. The Company aggressively manages its state
unemployment tax exposure by contesting unwarranted claims and offering
re-employment services to unemployed workers.

OPERATING EXPENSES. Operating expenses consist primarily of salaries,
wages and commissions associated with the Company's internal employees, and
general and administrative expenses. Over the past several years, the Company
has experienced an increase in its operating expenses as Staff Leasing has
expanded its senior management, sales and marketing staff, payroll processing
operations and client and worksite employee service functions. The Company
believes that these additional resources have enhanced the quality of its
operations and positioned the Company to achieve its objectives. The Company
expects that future revenue growth will result in increasing net income margins,
as the Company's fixed operating expenses are leveraged over a larger revenue
base.

INCOME TAXES. For the periods presented, the Company operated as a limited
partnership for Federal and state tax purposes. Accordingly, all earnings or
losses were passed directly to the partners and no provision for income taxes
was required. Following the Reorganization, the Company will continue to be
operated through the Partnership and the OLPs, and, for Federal income tax
purposes, future taxable income generated by the OLPs will be allocated to Staff
Leasing and not to the Company until Staff Acquisition has been allocated income
equal to certain net losses previously allocated to it. As of December 31, 1996,
the amount of such net losses was approximately $11.1 million. Additionally, the
Company has available certain other tax attributes which could be utilized to
offset future taxable income amounting to approximately $25.5 million at
December 31, 1996.

PROFITABILITY. Profitability is largely dependent upon the Company's
success in managing revenues and costs that are within its control. These
controllable revenues and costs primarily relate to workers' compensation,
health benefits and state unemployment taxes. The Company manages these
controllable costs through its use of: (i) its guaranteed cost arrangement with
Liberty Mutual; (ii) appropriately designed health benefit plans that encourage
worksite employee participation, high managed care utilization and efficient
risk pooling; and (iii) aggressive management of its state unemployment tax
exposure. Despite these initiatives, there are certain events that could have a
material adverse impact on the Company's profitability, which include the
factors described under "Risk Factors" and elsewhere in this Prospectus.

HEALTH BENEFIT PLAN SUBSIDIES. In June 1995, the Company's Board of
Directors realized that the Company had a major problem regarding its health
benefit plan. Selected remedial actions were taken in 1995 and 1996, which had
the effect of reducing the level of health benefit plan subsidies by 50.1% in
1996 from those in 1995. However, it was not until the plan year commencing
January 1, 1997 that the Company was able to implement a comprehensive action
plan to ameliorate this situation.

1995 and 1996 plan years. For the 1995 plan year, acting upon the
recommendation of its former health benefit consultants, the Company conducted
an "open enrollment" for its health benefit plan. This allowed worksite
employees not previously enrolled in the Company's plan, including those with
pre-existing conditions, to enroll in the plan without medical risk assessment.
In addition, the Company reduced the eligibility requirements for part-time
employees. Both of these actions increased adverse selection (namely, those in
need of medical treatment disproportionately elected to enroll in the plan
versus those who believed they would not need medical treatment). Based on
projections that showed the 1995 plan to be financially viable, the Company did
not raise the price of its health benefit plan offerings from 1994 to 1995.

In June 1995, the Company's Board of Directors recognized that the
Company's health benefit plan would require significant subsidies. The Company
did not immediately raise the price of its health benefit plan offerings in
order to avoid a significant disruption of its client relationships, which are
the major source of referrals for new clients. However, the Company implemented
plan design changes in September 1995 that

21
<PAGE> 23

reduced costs for the remainder of the plan year. In 1995, the Company's health
benefit plan required a subsidy of $20.6 million.

Effective January 1, 1996, the Company raised prices for its 1996 plan year
by approximately 25% on average and implemented additional cost-saving design
changes. Also in January 1996, the Company hired a senior executive with
extensive experience to manage its health benefit plans and to reduce its
reliance on outside consultants. In May 1996, in order to mitigate future
adverse selection, the Company re-instituted group health risk assessment for
prospective clients and individual medical risk assessment for late enrollees in
its plan. The Company also eliminated the eligibility of certain part-time
employees to participate in its health benefit plans. As a result of these
actions, the Company reduced its health benefit subsidies to $10.1 million in
1996.

1997 plan year. Effective January 1, 1997, the Company was able to
implement a comprehensive action plan, which it believes will reduce its health
benefit plan subsidies in 1997 and 1998. Key elements of this plan are as
follows:

- The Company changed from its single national healthcare company,
Provident, to a series of regional healthcare companies. These companies
have extensive provider networks in all of the Company's markets and offer
deeper discounts than those previously available. These new providers are
Blue Cross/Florida for the Company's Florida health benefit plans; Blue
Cross/Blue Shield of Texas for its Texas health benefit plans; and Blue
Cross/Blue Shield of Georgia for its Georgia health benefit plans. In
addition, the Company's new providers were able to offer health
maintenance organization ("HMO") coverage in substantially all of the
Company's markets, including Texas and Georgia, which did not have HMO
offerings in 1995 and 1996. The Company believes that healthcare is a
regional business in the United States and that it must align itself with
healthcare providers that have strong networks and reputations in the
specific markets in which the Company operates.

- The Company raised the price of its preferred provider organization
("PPO") offerings by an average of 10% and did not increase the rates for
its HMO offerings, which had the effect of increasing the percentage of
participants enrolled in the HMO from 30% as of December 31, 1996 to 53%
as of January 31, 1997. The Company believes that the managed care
services provided by an HMO are more cost-effective than those provided by
a PPO. The Company will continue to encourage migration of its plan
participants into its HMO offerings.

- The Company secured guaranteed cost contracts for 1997 for its plans in
Georgia and Texas and was able to reduce the stop loss coverage from 125%
to 115% of the projected claims for its Florida plan for the 1997 plan
year.

- The Company reduced the level of selected benefits provided under its
plans to better match the needs and price sensitivity of its worksite
employees, while reducing the cost to the Company.

- The Company re-configured its sales commission plan to reward its
salespersons for health benefit plan enrollment of new client employees.

The foregoing actions were designed to enable the Company to control its
health benefit plan costs, while providing competitive health benefit plan
offerings that are attractive to its clients and worksite employees. With time,
the positive effects of the comprehensive action strategy are expected to
increasingly reduce the level of subsidies provided to the Company's health
benefit plans. See "Risk Factors -- Potential for Additional Subsidies of Health
Benefit Plans."

22
<PAGE> 24

RESULTS OF OPERATIONS

The following table presents the Company's results of operations for the
years ended December 31, 1994, 1995 and 1996, expressed as a percentage of
revenues:

<TABLE>
<CAPTION>
1994 1995 1996
----- ----- -----
<S> <C> <C> <C>
Revenues.................................................... 100.0% 100.0% 100.0%
Cost of services:
Salaries, wages and payroll taxes......................... 89.4 89.4 89.6
Benefits, workers' compensation, state unemployment taxes
and other costs........................................ 6.3 7.7 6.2
Total cost of services............................ 95.7 97.1 95.8
----- ----- -----
Gross profit................................................ 4.3 2.9 4.2
Operating expenses:
Salaries, wages and commissions........................... 2.1 2.7 2.6
Other general and administrative.......................... 0.9 1.8 1.4
Depreciation and amortization............................. 0.2 0.3 0.2
----- ----- -----
Total operating costs............................. 3.2 4.8 4.2
Operating (loss) income..................................... 1.1 (1.9) 0.0
Interest expense............................................ 0.5 0.4 0.2
Other expenses (income)..................................... 0.0 (0.0) 0.0
----- ----- -----
Net income (loss)........................................... 0.6% (2.3)% (0.2)%
===== ===== =====
</TABLE>

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

REVENUES. Revenues were $1,432.1 million for 1996, compared to $1,091.6
million for 1995, representing an increase of $340.5 million, or 31.2%. This
increase was due primarily to an increased number of clients and worksite
employees. From 1995 to 1996, the number of clients increased 15.7% from 6,490
to 7,511. The number of worksite employees increased 17.6%, from 73,116 to
86,000. The remaining increase in revenues is due primarily to the higher growth
rate of clients and worksite employees during the latter half of 1995, which did
not affect revenue levels during the entire 1995 period, but which (net of
client attrition) affected the entire 1996 period. The increase in the number of
worksite employees was the result of continuing sales and marketing efforts in
existing markets as well as the development of new markets. The Company opened
one new sales office in 1996, compared to seven new sales offices in 1995.

Continued growth in revenues is dependent upon increasing the number of
worksite employees, as well as limiting the attrition of the current worksite
employee base. The Company's Client Attrition Rate was 26.4% in 1996, compared
to 18.9% in 1995. The Company believes that the increased rate of attrition in
1996 was the result, in part, of: (i) a significant increase in its health
benefit plan premiums for the 1996 plan year; (ii) slowness in health claims
payments by the Company's former health benefits provider during late 1995 and
the first half of 1996; (iii) the Company's efforts to audit its client base
with respect to workers' compensation classification coding during late 1995 and
early 1996, which caused service fees to rise for certain clients that were
reclassified; and (iv) the changes that the Company implemented in late 1995 in
its payroll processing operations when it initiated call center options, which
temporarily increased payroll errors and disrupted client relations.

COST OF SERVICES. Cost of services were $1,372.6 million for 1996,
compared to $1,059.6 million for 1995, representing an increase of $313.0
million, or 29.5%. Cost of services were 95.8% of revenues for 1996, compared to
97.1% for 1995.

Salaries, wages and payroll taxes of worksite employees were $1,283.8
million for 1996, compared to $975.9 million for 1995, representing an increase
of $307.9 million, or 31.6%. This increase was consistent with the increase in
the number of worksite employees described above. Salaries, wages and payroll
taxes were 89.6% of revenues for 1996, compared to 89.4% for 1995.

23
<PAGE> 25

Benefits, workers' compensation, state unemployment taxes and other costs
were $88.8 million for 1996, compared to $83.7 million for 1995, representing an
increase of $5.1 million, or 6.1%. Benefits, workers' compensation, state
unemployment taxes and other costs were 6.2% of revenues for 1996, compared to
7.7% for 1995. This decrease was due primarily to a reduction in the health
benefit plan subsidy, which was reduced to $9.9 million for 1996 from $17.5
million for 1995. An additional $0.2 million in 1996 and $3.1 million in 1995
arising from consultants and outside vendors engaged in connection with the
Company's health benefit plans were incurred as other general and administrative
expenses in such years and are included in total health benefit plan subsidy
costs. See "-- Overview -- Health Benefit Plan Subsidies." This decrease was
also affected by an 8.0% reduction in the workers' compensation expense rate (on
the basis of cost per $100 of worker compensation payroll) as a result of a
renegotiation of the Company's guaranteed cost arrangement with Liberty Mutual.

GROSS PROFIT. Gross profit was $59.5 million for 1996, compared to $32.0
million for 1995, representing an increase of $27.5 million, or 85.9%. Gross
profit was 4.2% of revenues for 1996, compared to 2.9% for 1995. The increase
was due to the reduction in cost of services as a percentage of revenues as
described above.

OPERATING EXPENSES. Operating expenses were $59.9 million for 1996,
compared to $52.3 million for 1995, representing an increase of $7.6 million, or
14.5%. Operating expenses were 4.2% of revenues for 1996, compared to 4.8% for
1995.

Salaries, wages and commissions were $37.3 million for 1996, compared to
$29.7 million for 1995, representing an increase of $7.6 million, or 25.6%. This
increase was the result of an increase in corporate personnel hired to support
the Company's expanded operations and additional sales and sales support
personnel located at its branch offices. Salaries, wages and commissions were
2.6% of revenues for 1996, compared to 2.5% for 1995 (without taking into
account approximately $2.1 million of the costs associated with the
restructuring of the Company's 1995 commission plan).

Other general and administrative expenses were essentially unchanged at
$19.5 million for 1996, compared to $19.4 million in 1995. Other general and
administrative expenses were 1.4% of revenues for 1996, compared to 1.8% for
1995, as the Company began to leverage its corporate management personnel and
decreased its reliance on outside vendors and consultants.

Depreciation and amortization expenses were unchanged at $3.2 million for
1996 and 1995. Amortization of $7.7 million of capitalized software costs
associated with the Company's development of new payroll processing and
management information systems will not begin until such systems are
operational. The Company anticipates that these systems will be operational in
1997 and such costs will then be amortized over a five-year period.

INTEREST EXPENSE. Interest expense was $3.4 million for 1996, compared to
$4.8 million for 1995, representing a decrease of $1.4 million, or 29.2%. The
higher interest expense in 1995 was due primarily to $1.1 million of original
issuance cost that was fully amortized in 1995. During the quarter in which the
Reorganization occurs, the Company will write off approximately $1.0 million of
unamortized debt issuance costs and approximately $0.2 million of unamortized
organization costs.

NET LOSS. Net loss was $3.9 million for 1996, compared to $24.9 million
for 1995, representing a decrease of $21.0 million, or 84.3%, as a result of the
factors discussed above.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

REVENUES. Revenues were $1,091.6 million for 1995, compared to $735.8
million for 1994, representing an increase of $355.8 million, or 48.4%. This
increase was due primarily to an increased number of clients and worksite
employees in 1995. Between December 31, 1994 and December 31, 1995, the number
of clients increased 28.7%, from 5,041 to 6,490, and the number of worksite
employees increased 44.5%, from 50,611 to 73,116.

24
<PAGE> 26

COST OF SERVICES. Cost of services were $1,059.6 million for 1995,
compared to $703.7 million for 1994, representing an increase of $355.9 million,
or 50.6%. Cost of services were 97.1% of revenues for 1995, compared to 95.7%
for 1994.

Salaries, wages and payroll taxes of worksite employees were $975.9 million
for 1995, compared to $657.5 million for 1994, representing an increase of
$318.4 million, or 48.4%. This increase is consistent with the increase in the
number of worksite employees described above. Salaries, wages and payroll taxes
were 89.4% of revenues for 1995 and 1994.

Benefits, workers' compensation, state unemployment taxes and other costs
were $83.7 million for 1995, compared to $46.2 million for 1994, representing an
increase of $37.5 million, or 81.2%. Health benefits, workers' compensation,
state unemployment taxes and other costs were 7.7% of revenues for 1995,
compared to 6.3% for 1994. This increase was due primarily to the net effect of
an increase in the health benefit plan subsidy, which was $17.5 million in 1995,
compared to $1.1 million for 1994. An additional $3.1 million in 1995 and $0.5
million in 1994 arising from consultants and outside vendors engaged in
connection with the Company's health benefit plans were incurred as other
general administrative expenses in such years and are included in total health
benefit plan subsidy costs. See "-- Overview -- Health Benefit Plan Subsidies."
This increase was partially offset by a 4.9% reduction in the workers'
compensation rate (on the basis of cost per $100 of workers' compensation
payroll) under the Company's guaranteed cost arrangement with Liberty Mutual.
See "Risk Factors."

GROSS PROFIT. Gross profit was unchanged at $32.0 million for 1995 and
1994. Gross profit was 2.9% of revenues for 1995, compared to 4.3% for 1994.
This decrease was due primarily to the increase in certain cost of services as a
percentage of revenues as described above.

OPERATING EXPENSES. Operating expenses were $52.3 million for 1995,
compared to $23.7 million for 1994, representing an increase of $28.6 million,
or 120.7%. Operating expenses were 4.8% of revenues for 1995, compared to 3.2%
for 1994.

Salaries, wages and commissions were $29.7 million for 1995, compared to
$15.5 million for 1994, representing an increase of $14.2 million, or 91.6%.
Approximately $9.2 million of this increase was attributable to an increase in
personnel at corporate headquarters. During 1995, the Company expanded its
payroll processing operations, risk management department, human resource
department, benefits administration and marketing department in order to support
its existing client base and have resources available for future growth. The
balance of this increase consisted of: (i) $2.7 million of expenditures for
additional sales and sales support personnel hired in conjunction with Company's
market expansion; and (ii) $2.1 million attributable to the restructuring of the
Company's sales commission plan, which eliminated the residual payment feature
of the prior plan. Salaries, wages and commissions were 2.5% of revenues for
1995 (without taking into account the $2.1 million attributable the
restructuring of the Company's sales commission plan), compared to 2.1% for
1994.

Other general and administrative expenses were $19.4 million for 1995,
compared to $6.8 million in 1994, representing an increase of $12.6 million, or
185.3%. Other general and administrative expenses were 1.8% of revenues for
1995, compared to 0.9% for 1994. This increase consists of the following: (i)
$3.1 million in marketing and outside consulting costs attributable to the
Company's health benefit and retirement plans; (ii) $1.6 million of costs
related to the relocation of the Company's headquarters from four separate
facilities to the Company's current headquarters facility; (iii) $0.9 million of
new branch office costs associated with the Company's market expansion,
primarily in Texas and Georgia; and (iv) $0.8 million in information technology
support. The balance was primarily attributable to the increase in personnel
described above.

Depreciation and amortization expenses were $3.2 million for 1995, compared
to $1.3 million for 1994, representing an increase of $1.9 million, or 146.2%.
Of this, $0.6 million was associated with the Company's investment in new
payroll processing and management information systems. Amortization of
capitalized software costs associated with these systems will not begin until
such systems are operational. The Company anticipates that these systems will be
operational in 1997 and such costs will then be amortized over a five-year
period.

25
<PAGE> 27

INTEREST EXPENSE. Interest expense was $4.8 million for 1995, compared to
$3.4 million for 1994, representing an increase of $1.4 million, or 41.2%. The
higher interest expense in 1995 was due primarily to $1.1 million of original
issuance cost associated with the Company's July 1995 financing.

NET LOSS. Net loss was $24.9 million for 1995, compared to net income of
$4.8 million for 1994, representing a decrease of $29.7 million, or 618.8%, as a
result of the factors discussed above.

QUARTERLY OPERATING RESULTS

The following table presents certain unaudited results of operations data
for the interim quarterly periods during the years ended December 31, 1995 and
1996. The Company believes that all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the results of operations in
accordance with generally accepted accounting principles, have been made. The
results of operations for any interim period are not necessarily indicative of
the operating results for a full year or any future period.

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------------------------------------
1995 1996
--------------------------------------------- ---------------------------------------------
MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31
--------- --------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............. $ 242,460 $ 251,430 $ 287,101 $ 310,597 $ 324,720 $ 350,472 $ 367,484 $ 389,455
Gross profit......... $ 7,838 $ 6,897 $ 8,323 $ 8,979 $ 13,288 $ 14,903 $ 15,734 $ 15,580
Gross profit
margin(1).......... 3.2% 2.7% 2.9% 2.9% 4.1% 4.3% 4.3% 4.0%
Operating income
(loss)............. $ (2,419) $ (4,291) $ (6,974) $ (6,592) $ (679) $ 501 $ (235) $ (28)
Net income (loss).... $ (3,253) $ (5,131) $ (9,104) $ (7,454) $ (1,695) $ (465) $ (958) $ (747)
</TABLE>

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

(1) Gross profit margin percentages in each of the quarters during 1995 were
negatively impacted by the health benefit plan subsidies, as described
under "-- Overview -- Health Benefit Plan Subsidies." The improvement
during 1996 was due primarily to a significant decrease in the level of
incurred health benefits subsidies coupled with the positive effect of
workers' compensation rate reductions.

LIQUIDITY AND CAPITAL RESOURCES

The Company periodically evaluates its liquidity requirements, capital
needs and availability of capital resources in view of its plans for expansion,
anticipated levels of health benefit plan subsidies, debt service requirements
and other operating cash needs. The Company has in the past sought, and may in
the future seek, to raise additional capital or take other measures to increase
its liquidity and capital resources. Historically, these funds have been raised
from the Company's partners, as well as from bank financing. The Company
currently believes that the proceeds from the Offering, cash flow from
operations, borrowing capacity under its available credit agreements and vendor
financing arrangements will be sufficient to meet its liquidity requirements
through 1998. The Company may also rely on public and private debt and equity
financing to meet its long-term liquidity needs.

At December 31, 1996 and 1995, the Company had negative working capital of
$32.2 million and $34.2 million, respectively, an improvement of $2.0 million.
The improvement was due primarily to an increase in current assets of
approximately $6.8 million offset by a lesser increase in current liabilities of
approximately $4.8 million. The negative working capital in each year was the
result of the Company's investment of $17.5 million in its facilities and
technology infrastructure as well as subsidizing $30.7 million of costs related
to the Company's health benefit plans during 1996 and 1995. These costs were, in
part, offset by approximately $6.9 million in net proceeds from financing
activities during the same two year period. The Company's primary short-term
liquidity requirements relate to amounts due under its existing credit
facilities, the payment of accrued payroll and payroll taxes of its internal and
worksite employees, accounts payable for capital expenditures and the payment of
accrued workers' compensation expense and health benefit plan premiums.

26
<PAGE> 28

At December 31, 1996, the Company had $10.0 million available under its
revolving credit facility, of which $5.0 million is available only for the
issuance of letters of credit.

For the years ended December 1995 and 1996, the Company's cash and cash
equivalents decreased by $7.6 million and $0.1 million, respectively. The
Company's cash position was affected by the following:

<TABLE>
<CAPTION>
1995 1996
------ -----
(IN MILLIONS)
<S> <C> <C>
Cash provided by (used in) operating activities............. $ 4.9 $(2.0)
Cash (used in) investing activities......................... (11.6) (5.9)
Cash (used in) provided by financing activities............. (0.9) 7.8
------ -----
Net decrease in cash and cash equivalents................... $ (7.6) $(0.1)
====== =====
</TABLE>

Cash provided by operating activities decreased by $6.9 million or 140.8%
from 1995 to 1996. In 1996, approximately $2.0 million of cash was used to fund
a deficit in working capital and another $3.9 million was used to fund a net
loss from operations.

Cash used in investing activities decreased $5.7 million or 49.2% from 1995
to 1996. Although the PEO industry has not historically been a capital intensive
industry, the Company has made substantial capital investments primarily in the
development of its technology infrastructure required to support the growth of
the Company. Capital expenditures included in cash from investing activities
were $11.6 million and $5.9 million during 1995 and 1996, respectively. During
1995 and 1996, $3.4 million and $0.6 million, respectively, of these
expenditures were financed through capital leases covering computer hardware,
software and furniture. The Company expects to implement its new information
systems in 1997. The Company anticipates capital expenditures in 1997 of
approximately $4.0 million primarily related to its information systems.

Cash provided by financing activities increased by $8.7 million from 1995
to 1996. The primary reason for this increase was an increase of approximately
$16.8 million in net partner contributions, offset by a reduction in net capital
lease financing of $4.0 million and the repayment of obligations under the
Company's credit agreement of $4.4 million. Substantially all of the partner
contributions were from the sale of Class A Interests in 1996.

In November 1993, the Company entered into a $15.0 million secured lending
credit agreement to fund the acquisition of the Predecessor, pay transaction
costs and fees, and provide working capital. This arrangement consisted of a
$12.0 million five-year term loan and $3.0 million revolving credit arrangement.
Interest on the revolving credit facility was at the base rate, as defined, plus
an applicable margin. Borrowings under the term loan were repaid in quarterly
installments which began in January 1994. The Company incurred debt issuance
costs of approximately $1.9 million in connection with this financing. In
addition, the Company issued warrants to acquire 15% of the Common Interests to
the agent under the credit agreement, with an assigned value of $0.8 million.
Such assigned value was recorded as an original issue discount of the term loan
described above.

In December 1994, the Company consummated a recapitalization consisting of
a $25.0 million senior secured term loan facility with a maturity of five years
and a $13.0 million revolving credit facility which reduced to $10.0 million on
March 31, 1995. A letter of credit pledged to Provident, the Company's former
health benefit provider, in the amount of $5.0 million is currently outstanding
under this revolving credit facility. Proceeds from the recapitalization of
$30.8 million were used to: (i) repay the outstanding interest and principal
under the previous credit agreement ($10.0 million); (ii) repurchase outstanding
preferred limited partnership interests ($1.7 million); (iii) repurchase 50% of
the warrants issued to the agent under the previous credit agreement ($8.1
million); (iv) make a capital distribution to common limited partners ($9.2
million); and (v) pay debt issuance costs ($1.7 million). As a result of this
recapitalization, the Company wrote off approximately $1.2 million of debt
issuance costs associated with the previous credit agreement and wrote off
approximately $0.7 million of unamortized original issue discount.

In June 1995, the Company issued $2.0 million of 12% redeemable preferred
limited partnership interests (the "12% Interests") and increased its revolving
credit facility by $3.0 million for a 90-day period. In

27
<PAGE> 29

consideration for the increase in its borrowing capacity under its revolving
credit facility, the Company issued to certain of the lenders a warrant to
purchase 1% in aggregate of the Common Interests. This warrant was valued at
$1.1 million and was completely amortized as original issue discount in 1995.
The Company also entered into a $5.0 million capital lease agreement with
another lender for certain computer and office equipment in July and August
1995.

In April 1996, the Company issued $19.7 million of Class A Interests and
converted the 12% Interests, including accrued and unpaid distributions thereon,
into an additional $2.2 million of Class A Interests. In August 1996, an
additional $3.0 million of Class A Interests were issued and $6.8 million of the
Class B Interests were issued in partial exchange for certain outstanding Common
Interests. In addition, pursuant to an option issued in August 1996, an
additional $0.4 million of Class A interests were issued in January 1997.

The Fixed Return Amount accrues on the Class A Interests from the date of
issuance at a rate of 8% per annum until April 30, 1997; 10% per annum until
April 30, 1998; and 12% per annum after April 30, 1998. In the case of Class B
Interests, the Fixed Return Amount accrues at a rate of 5.86% per annum. Upon
consummation of the Reorganization, the Class A Interests will be converted into
Common Stock, cash and/or Warrants, pursuant to elections made by the holders
thereof. See "The Reorganization."

A portion of the proceeds from the Offering will be used to repay in full
amounts borrowed under the Company's existing credit agreement, which will cause
such agreement to terminate. The Company is currently in discussions with
several lenders concerning a new credit agreement which is expected to be in
place upon consummation of the Offering. In addition, beginning January 1, 1997,
under an existing agreement with a primary vendor, the Company has the right to
defer $10.0 million of payments through September 30, 1999.

INFLATION

The Company believes that inflation in salaries and wages of worksite
employees has a positive impact on its results of operations as its service fee
is proportional to such salaries and wages.

28
<PAGE> 30

BUSINESS

Staff Leasing is the largest PEO in the United States. As of February 28,
1997, the Company served over 7,800 clients with over 89,500 worksite employees,
principally in Florida, Texas and Georgia. The Company believes that it has more
than twice the number of clients and worksite employees as any PEO competitor
and that its 1996 revenues of $1.4 billion exceeded the PEO revenues of any
competitor by more than $500 million.

Staff Leasing's services are designed to improve the productivity and
profitability of its clients' businesses by:

- Allowing managers of these businesses to focus on revenue producing
activities by relieving them of the time-consuming burdens associated with
employee administration;

- Helping these businesses to better manage certain employment-related
risks, including those associated with workers' compensation and state
unemployment taxes;

- Improving the cash management of these businesses with respect to
payroll-related expenses; and

- Enabling these businesses to attract and retain employees by providing
health and retirement benefits to worksite employees on a cost-effective
and convenient basis.

PEO INDUSTRY

The PEO industry began to evolve in the early 1980's, largely in response
to the difficulties faced by small to medium-sized businesses in procuring
workers' compensation insurance coverage on a cost-effective basis and in
operating in an increasingly complex legal and regulatory environment. While
various service providers, such as payroll processing firms, benefits and safety
consultants and temporary staffing firms, were available to assist these
businesses with specific tasks, PEOs began to emerge as providers of a more
comprehensive outsourcing solution to these burdens.

Growth in the PEO industry has been significant. According to NAPEO, the
number of employees under PEO arrangements in the United States has grown from
approximately 10,000 in 1984 to approximately 2.0 million in 1995. Staffing
Industry Analysts, Inc., an employment industry research firm, estimates that
gross revenues in the PEO industry grew from $5.0 billion in 1991 to $17.6
billion in 1996, representing a compounded annual growth rate of approximately
29%.

29
<PAGE> 31

Staff Leasing believes that the key factors driving demand for PEO services
include:

- The increasing complexity of employment-related governmental regulations
and the related costs of compliance;

- The size and growth of the small to medium-sized business community in
the United States;

- The increasing acceptance in the small to medium-sized business community
of outsourcing of non-core functions;

- The need to manage cash expenditures associated with payroll and
payroll-related expenses, including workers' compensation insurance; and

- The need to provide health and retirement benefits on a cost-effective
and convenient basis.

Another contributor to the recent growth of the PEO industry has been the
increasing recognition and acceptance by regulatory authorities of PEOs and the
co-employer relationship created by PEOs, with the development of licensing or
registration requirements at the state level. Staff Leasing and other industry
leaders, in concert with NAPEO, have worked with the relevant government
entities for the establishment of a regulatory framework that would clarify the
roles and obligations of the PEO and the client in the "co-employer"
relationship. This framework imposes financial responsibility on the PEO and its
controlling persons in order to promote the increased acceptance and further
development of the industry. See "Industry Regulation -- State Regulation and
Other State Regulation."

While many states do not explicitly regulate PEOs, 16 states (including
Florida and Texas) have enacted legislation containing licensing or registration
requirements and, currently, at least three states including Georgia, are
considering such regulation. Such laws vary from state to state but generally
provide for monitoring the fiscal responsibility of PEOs.

COMPETITIVE ADVANTAGES

The Company believes that it has a number of key advantages which enable it
to compete effectively in its target markets, including the following:

Size and geographic concentration. At February 28, 1997, the Company
served over 7,800 clients with over 89,500 worksite employees, 70,000 of which
are located in the Company's six Florida markets. Based upon U.S. Department of
Labor employment statistics, the Company believes that more than one percent of
the currently employed Florida workforce is co-employed by Staff Leasing.
However, the Company believes that its penetration of its target markets in
Florida is less than ten percent. The Company's size and geographic
concentration of its business in Florida have enabled it to leverage its
referral base, vendor relationships and marketing alliances. This, in turn,
increases the productivity of the Company's sales force and safety consultants;
allows the Company to benefit from economies of scale in claims processing,
which for workers' compensation is state specific; attracts regional health
benefit providers that are looking for increased utilization of their provider
networks; and makes possible other strategic and marketing alliances.

Comprehensive risk management focus. The Company assumes employee-related
risks with the addition of each new client. A critical focus of the Company's
operations is the management of workers' compensation and state unemployment tax
risks. Workers' compensation risk is managed by careful selection of clients,
on-site loss prevention services and sophisticated claims management. The
Company evaluates the claims history of prospective clients and determines
whether a more in-depth review, which may include on-site inspection by the
Company's or Liberty Mutual's safety consultants, is needed before acceptance.
The Company's 28 safety consultants perform on-site inspections of the client's
workplace to identify potential hazards and to communicate appropriate safety
measures. The Company believes that these efforts decrease the frequency and
severity of injury in the small to medium-sized business workplace, thus
changing the nature of the risk that the Company assumes. Finally, if injuries
do occur, the Company encourages prompt telephone reporting of the injury to
Liberty Mutual's dedicated claims operation, where nurses and claims adjusters,
working in tandem, direct the injured worker to an exclusive provider
organization of occupational health professionals for medical treatment, manage
the course of treatment and focus on returning the injured worksite employee to
work as soon as possible. Unemployment tax risk is controlled, in part, through
aggressive management of its state unemployment tax exposure, with the Company
participating in

30
<PAGE> 32

approximately 600 adjudications per month. In addition, the Company operates a
placement service which seeks to place unemployed workers in new positions with
clients and other businesses.

Strategic vendor alliances. Vendors of employment-related insurance
products have encountered difficulty in efficiently distributing their products
and services to the small to medium-sized business market. Staff Leasing's
relationship with its clients provides an effective and cost-efficient
distribution channel for those products and services. The Company's workers'
compensation policy is provided by Liberty Mutual under a fully insured,
guaranteed cost arrangement. The Company has commenced the fourth year of this
alliance with Liberty Mutual. This relationship has recently been expanded to
provide for: (i) a 36-person dedicated claims processing unit adjacent to the
Company's headquarters, with processes and procedures jointly designed by Staff
Leasing, Liberty Mutual and their joint consultant, Marsh & McLennan; (ii)
intensive training of the Company's safety consultants and risk assessors; (iii)
technology sharing and joint development of automated underwriting systems; and
(iv) favorable rates and payment terms. Amounts paid under this arrangement are
a fixed percentage of workers' compensation payroll.

The Company's group health benefit plans are provided by three Blue Cross
entities. The Company has found that the Blue Cross health benefit plan
offerings are attractive to worksite employees, who are the primary source of
premium payments. Blue Cross/Florida has also provided substantial marketing
support to increase enrollment in the Company's Florida health benefit plan.

Advanced technology infrastructure. The Company invested approximately
$17.5 million in computer and telephone technology and related infrastructure in
1995 and 1996 to improve service and provide additional cost efficiencies. This
new infrastructure will provide additional operating leverage, enabling the
Company to handle increasing levels of incoming calls and payroll processing
with increasing levels of accuracy, without requiring substantial additions to
staff. The Company intends to further automate its call center and apply more
technology to its field staff and, within several years, expects to automate its
clients for purposes of payroll processing. See "-- Information Technology."

GROWTH STRATEGY

The Company's goal is to capitalize on its position as the leading provider
of PEO services in the United States, while achieving sustainable revenue and
income growth. The key elements of the Company's growth strategy are:

Increase the Company's penetration in its existing geographic markets. The
Company believes that there is potential for substantial growth in its existing
geographic markets. The Company currently has 24 offices throughout Florida,
with no one office accounting for more than ten percent of its Florida worksite
employee base. The Company views Florida as consisting of six distinct markets
in which the Company co-employs from two percent to ten percent of the small to
medium-sized business workforce. The Company believes that there is substantial
opportunity for increased penetration of these markets.

The Company believes that it has penetrated less than one percent of the
small to medium-sized business markets in Texas and Georgia. In addition, these
states have relatively high growth in small to medium-sized business formation
and employment. The Company plans to open one new office in Savannah, Georgia
during the first quarter of 1997 and to deploy additional salespersons in its
Texas markets throughout 1997.

Establish branch offices in new states. The Company has targeted new
geographic markets for expansion. The Company will enter new markets that
possess favorable demographics, in terms of the number of potential clients
within industries typically served by the Company, and a favorable regulatory
environment with respect to PEOs and workers' compensation. The Company has
demonstrated its ability to grow outside of its Florida base through its Texas
expansion. In December 1994, the Company opened an office in Dallas, Texas and
opened four additional offices in Texas in May 1995. The Company had over 9,200
worksite employees in Texas as of February 28, 1997, which the Company believes
makes it one of the three largest PEOs in that state. Within twelve months after
opening, branch offices opened in Texas generated monthly aggregate gross
profits in excess of monthly aggregate direct branch expenses. The Company plans
to open two offices in Arizona and an additional office in another state during
1997.

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<PAGE> 33

Capitalize on strategic marketing alliances. The Company has entered into
an exclusive client referral relationship with Barnett, which is the largest
bank in Florida in terms of number of branches and amount of deposits. Under
this arrangement, Barnett refers the Company's services to its small to
medium-sized business customers and receives a fee for each customer that
becomes a Staff Leasing client. Since the Barnett program was initiated on a
system-wide basis in September 1996, through February 28, 1997, 10.4% of the
Company's new clients (with approximately 2,500 worksite employees) were
obtained through Barnett referrals. The Company has also recently entered into a
client referral relationship with E.K. Williams/General Business Services, which
provides financial and accounting management services to business owners and has
more than 500 franchise locations nationwide, including 87 locations in the
Company's existing markets. In addition, certain national franchisors, including
SUBWAY(R), Mr. Rooter(R) and Certa ProPainters(R) have agreed to recommend the
Company's services to their franchisees. The Company intends to seek
endorsements from additional national franchisors and to enter into referral
relationships with other companies that provide services to small to
medium-sized businesses that meet the Company's target client profile. See
"-- Sales and Marketing."

Pursue strategic acquisitions. The Company believes that the PEO industry
is highly fragmented, which creates opportunities for consolidation. According
to NAPEO, there are currently over 2,000 PEOs operating in the United States.
The Company will consider strategic acquisitions of PEOs and related businesses
to provide further penetration of its existing markets and to establish a base
in new markets from which to operate and expand. The Company currently does not
have any agreement, arrangement or understanding regarding any such
acquisitions. See "Risk Factors -- Risks Associated with Expansion into
Additional States."

Distribute new services and products. The Company believes it possesses
unique direct access to, and information about, its clients and worksite
employees. The Company believes it can distribute additional products and
services, such as commercial and personal insurance, in a more convenient manner
to its clients and worksite employees and on a more cost-effective basis than
vendors of these products and services could were they to market them directly.

CLIENT SERVICES

The Company provides a broad range of services to its clients, including
payroll administration, risk management, benefits administration, unemployment
services and human resource consulting services. These services are offered by
the Company to its clients on a bundled basis, except for health and retirement
benefits, which are optional for worksite employees. Staff Leasing provides
these services to its clients through the following core activities:

Payroll administration. As a co-employer, the Company is responsible for
payroll administration, which includes recordkeeping, making payroll tax
deposits, reporting payroll taxes and related matters. The Company's call center
in Bradenton, Florida is staffed by approximately 105 client service
representatives and supervisors, organized into 14 teams, each of which is
assigned to serve specific clients. These representatives receive payroll and
employee-related information by telephone and facsimile transmission from
clients and input such data for processing. The call center generally handles
more than 30,000 phone calls per week. In 1996, the Company processed
approximately 2.7 million payroll checks and sent out approximately 187,000 W-2s
at the end of January 1997.

Risk management. As part of its risk management services, the Company
conducts on-site safety inspections for its clients with high-risk profiles
within 30 days of commencement of the Company's services to identify potential
safety hazards and to meet with clients to review their loss history, determine
loss exposure, evaluate current controls and recommend additional control
options to reduce exposure to loss or worker injury. These safety consultants
continue to monitor worksite safety concerns, as needed. The safety consultants
are also trained to ensure the proper workers' compensation classification of
worksite employees. These risk management services are designed to reduce
workers' compensation claims and to reduce other costs arising from workplace
injury, such as costs of employee turnover, employee retraining and recruiting
and reduced employee morale.

32
<PAGE> 34

Liberty Mutual's dedicated claims center allows a client to report a
worksite injury through a toll free number, which eliminates the paperwork
burden otherwise associated with claims reporting. This prompt reporting allows
the immediate commencement of Liberty Mutual's claims management process,
further reducing the cost of the claim. At present, over 55% of worksite
injuries are reported to this claims center within 24 hours. The Company,
Liberty Mutual and their joint consultant, Marsh & McLennan, worked as a team to
design and implement the claims management process conducted at this facility,
which now fully integrates managed care and return-to-work activities with the
claims adjustment process. See "-- Vendor Relationships."

Benefits administration. The Company offers to its clients and worksite
employees optional health and dental insurance, life insurance, accidental death
and dismemberment insurance and long-term disability insurance. In addition, the
clients and worksite employees are offered a cafeteria plan which includes a
flexible spending account allowing for payment of certain health and dependent
care coverages with pre-tax payroll dollars.

The Company also offers retirement benefits under a 401(k) retirement plan
for worksite employees. Presently, the Company does not offer participation in
such plan to owners of clients or highly-compensated employees. Under a new
multiple employer 401(k) retirement plan, which the Company intends to adopt
effective as of April 1, 1997, the Company will be able to offer coverage to all
employees and owners of clients. See "Industry Regulation -- Employee Benefit
Plans." In addition to the 401(k) retirement plan, the Company also provides
numerous benefits-related human resource services to its clients. These services
for both health and retirement benefit plans include client support for issues
related to pre- and post-tax payroll deductions, plan eligibility, Section 125
and ERISA requirements, Consolidated Omnibus Budget Reconciliation Act of 1987
("COBRA") administration for health benefit plans and investment fund
information for retirement benefit plans.

Unemployment services. The Company's unemployment services department is
responsible for processing all unemployment claims related to worksite employees
and during 1996 processed approximately 1,100 unemployment insurance claims each
month. Claims which are determined by the Company to be unwarranted are
protested by the Company under the appropriate regulatory procedures. The
Company also offers employment placement services to unemployed worksite
employees and attempts to place such employees who request such services either
with other clients or other businesses.

Human resource consulting services. The Company provides certain
consulting services to assist its clients in the human resource area, including
advice concerning appropriate employment-related policies and procedures, such
as policies related to vacation, termination, harassment, discrimination,
overtime and dress codes. These services are provided both on-site through the
Company's branch offices and at the Company's corporate headquarters by a
dedicated team of human resource professionals. The Company provides
standardized employment application forms and employee handbooks, which can be
customized to suit client needs. The Company conducts seminars for its clients
and worksite employees concerning human resource issues, such as interviewing
techniques, diversity awareness and sexual harassment training. These services
primarily appeal to the Company's larger clients and to those clients in white
collar industries.

CLIENTS

Overview. Staff Leasing's customer base consisted of over 7,800 client
companies as of February 28, 1997. As of December 31, 1996, the Company's
clients had an average of 11.5 employees, with approximately 62% having between
five and 99 employees and approximately 33% (accounting for less than 8% of
worksite employees) having less than five employees. As of December 31, 1996,
the Company had clients classified in

33
<PAGE> 35

approximately 600 Standard Industrial Classification ("SIC") codes. Staff
Leasing's approximate client distribution, based on 1996 revenues, by major SIC
code industry grouping was as follows:

<TABLE>
<CAPTION>
PERCENT OF
REVENUES TOTAL
CATEGORY (IN THOUSANDS) REVENUES
- -------- -------------- ----------
<S> <C> <C>
Services(1)................................................. $ 404,726 28.3%
Construction................................................ 373,403 26.1
Manufacturing............................................... 170,679 11.9
Restaurants................................................. 111,035 7.8
Retail Trade................................................ 109,573 7.7
Agriculture(2).............................................. 71,379 5.0
Transportation.............................................. 68,219 4.8
Wholesale Trade............................................. 57,624 4.0
Finance, Insurance, Real Estate............................. 47,060 3.3
Public Administration....................................... 6,282 0.4
Mining...................................................... 1,586 0.1
Other....................................................... 10,565 0.7
---------- -----
Total............................................. $1,432,131 100.0%
========== =====
</TABLE>

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

(1) Services consist principally of clients in the following: business services,
automotive repair, health services, personal services (e.g., laundry and
dry cleaning, beauty and barber shops), hotel and lodging services,
engineering, accounting and management services, recreational services,
social services and miscellaneous repair services.
(2) Agriculture consists primarily of landscaping and nursery services.

Client selection and retention strategy. As part of its client selection
strategy, the Company offers its services to businesses falling within specified
SIC codes and eliminates certain industries with respect to which it cannot, at
present, effectively manage the risk of employee injury (such as migratory
labor, asbestos removal, logging and oil and gas exploration). All prospective
clients are also evaluated individually on the basis of workers' compensation
risk and claims history, group health history, unemployment history and credit
status. With respect to potential clients operating in certain industries
believed by the Company to present a level of risk exceeding industry norms,
more rigorous approval requirements must be met before the Company enters into a
Client Leasing Agreement. This process may include an on-site inspection and
review of workers' compensation and unemployment claims experience for the last
three years. In addition, under the terms of the Company's agreement with
Liberty Mutual, potential clients in certain industries or with historically
high workers' compensation insurance claims experience must also be approved by
Liberty Mutual before a Client Leasing Agreement is executed.

The Company's sales force is directed to sell to all businesses within its
established workers' compensation risk parameters and receives additional
incentives with respect to those businesses that fall within the Company's
construction and blue-collar service target markets. Outside of the areas of
workers' compensation and group health risk, the Company does not have rigid
criteria regarding client selection. The Company takes into account factors such
as the size of the client by employee count and payroll volume and the length of
time the client has been in business when determining a service fee. The method
of payment is affected by the client's credit history. As a consequence of this
strategy, the Company's client base contains significant segments of businesses
with fewer than five employees, start-up businesses and small construction
businesses that tend to be more unstable and more likely to fail than larger
businesses with long operating histories in less cyclical industries.

The Company believes that the attrition rate of its client base is directly
affected by the natural instability in the small to medium-sized business market
that it serves. According to the U.S. Small Business Administration, the annual
failure rate for all businesses is 14%. The Company believes that the failure
rate for businesses with fewer than 100 employees is higher than this rate. In
1996, approximately 30% of the

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<PAGE> 36

clients that ceased to use the Company's services did so for reasons relating to
financial failure and approximately 38% of such clients were terminated at the
Company's option for reasons that include unacceptable credit risk, legal
non-compliance and low profitability for the Company. The Company believes that
it has the opportunity to reduce the level of attrition of the remaining
approximately one-third of those clients that cease to use the Company's
services for other reasons. The Company has taken certain actions intended to
increase client retention, such as replacing its 401(k) retirement plan with a
multiple employer 401(k) retirement plan that will allow owners and
highly-compensated employees to participate, elevating levels of client service
in the payroll and benefits administration areas, and increasing its efforts to
retain profitable clients that have indicated they may terminate their
relationship with the Company and to recapture lost but profitable clients.

Client Leasing Agreement. All clients enter into Staff Leasing's Client
Leasing Agreement. The Client Leasing Agreement provides for an initial one-year
term, subject to termination by the Company or the client at any time upon 30
days' prior written notice. After the initial term the contract may be renewed,
terminated or continued on a month-to-month basis. In most cases, such contracts
are continued on a month-to-month basis. The Company requires the owners of
substantially all of its clients to personally guarantee the clients'
obligations under the Client Leasing Agreement.

The service fee charged by the Company is invoiced along with each periodic
payroll of the client. The service fee covers the cost of certain
employment-related taxes, workers' compensation insurance coverage and
administrative and field services provided by Staff Leasing to the client,
including payroll processing, recordkeeping and safety, human resource and
regulatory compliance consultation. The client's portion of health and
retirement benefit plan costs is invoiced separately and is not included in the
service fee. The component of the service fee related to administration varies
according to the size of the client, the amount and frequency of payroll
payments and the method of delivery of such payments. The component of the
service fee related to workers' compensation and unemployment insurance is
based, in part, on the client's historical claims experience.

Employment-related liabilities are allocated between the Company and the
client pursuant to the Client Leasing Agreement, with the Company assuming
responsibility for worksite employee payroll and for compliance with certain
employment-related governmental regulations that can be effectively managed away
from the client's premises. The client remains responsible for compliance with
other employment-related governmental regulations that are more closely related
to the daily supervision of worksite employees. Certain responsibilities and
liabilities are shared by Staff Leasing and the client where such joint
responsibility is appropriate. The following table summarizes the division of
applicable responsibilities for regulatory compliance under the Client Leasing
Agreement:

<TABLE>
<CAPTION>
STAFF LEASING CLIENT
------------- ------
<S> <C>
- - All rules and regulations governing the - Occupational Safety and Health Act
reporting, collection and payment of ("OSHA") and related or similar
Federal and state payroll taxes on Federal, state or local regulations
wages, including, but not limited to:
(i) Federal income tax withholding - Government contracting requirements as
provisions of the Code; (ii) state regulated by, including, but not
and/or local income tax withholding limited to: (i) Executive Order 11246;
provisions; (iii) FICA; (iv) FUTA; and (ii) Vocational Rehabilitation Act of
(v) applicable state unemployment tax 1973; (iii) Vietnam Era Veterans'
provisions Readjustment Assistance Act of 1974;
(iv) Walsh-Healy Public Contracts Act;
- - Applicable workers' compensation laws (v) Davis-Bacon Act; (vi) the Service
including, but not limited to: (i) Contract Act of 1965; and (vii) any and
procuring workers' compensation all similar, related, or like Federal,
insurance; (ii) completing and filing state or local laws, regulations,
all required reports; and (iii) ordinances and statutes
administering, managing and otherwise
processing claims and related procedures - Professional licensing and liability
</TABLE>

<PAGE> 37

<TABLE>
<S> <C>
- - Fair Labor Standards Act ("FLSA") - Fidelity bonding requirements
- - COBRA - Code Sections 414(m), (n) & (o) relating to
- - Section 1324(b) of the Immigration Reform and client maintained benefit plans
Control Act (employment eligibility verification) - Worker Adjustment and Retraining Notification Act
- - Consumer Credit Protection Act, Title III - Laws affecting the assignment and ownership of
intellectual property rights including, but not
- - All rules and regulations governing limited to, inventions, whether patentable or not
administration, procurement and payment of all and patents resulting therefrom, copyrights and
employee benefit plans elected by the client or trade secrets
worksite employee - Laws affecting the maintenance, storage and
disposal of hazardous materials
- FLSA*, Title VII (Civil Rights Act of 1964), the
Family and Medical Leave Act of 1993*, the
Americans with Disabilities Act, the Age
Discrimination in Employment Act (including
provisions thereunder relating to client's
premises), and any other Federal, state, country,
or local laws, regulations, ordinances and
statutes which govern the employer/employee
relationship
</TABLE>

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

* Shared responsibility

The Company sends worksite employees an employee enrollment package which
describes the "at-will" employment relationship of the worksite employees with
Staff Leasing. If the Client Leasing Agreement with any client is terminated,
the worksite employees of such client are dismissed from employment by Staff
Leasing. The worksite employees are informed that if the client fails to pay
Staff Leasing for the worksite employees' services, Staff Leasing will only be
responsible for the applicable minimum wage (and, if applicable, the legally
required overtime pay) for such worksite employees for work performed until such
worksite employees receive notice of termination.

Because Staff Leasing is a co-employer with the client, it is possible that
Staff Leasing could incur liability for violation of Federal and state
employment-related laws even if it is not responsible for the conduct giving
rise to such liability. The Client Leasing Agreement addresses this issue by
providing that the Company and the client will indemnify each other for
liability incurred to the extent the liability is attributable to conduct by the
indemnifying party. Notwithstanding this contractual right to indemnification,
it is possible that the Company could be unable to collect on a claim for
indemnification and may therefore be ultimately responsible for satisfying the
liability in question. See "Risk Factors -- Liabilities for Client and Employee
Actions" and "Risk Factors -- Liability for Worksite Employee Payroll and
Payroll Taxes." The Company maintains employer practices liability insurance and
general liability insurance in amounts the Company believes are reasonable to
protect it against liability as a co-employer.

Clients are required to pay amounts owed to the Company by check or bank
wire or, in some cases, by certified or official bank check, which is delivered
to the Company upon delivery of the payroll checks to the client. Although the
Company is ultimately liable as a co-employer to pay worksite employees at the
applicable minimum wage and overtime rates for work performed, it retains the
ability to terminate immediately the Client Leasing Agreement as well as its
employment relationship with the worksite employees upon non-payment by a
client. The Company manages its exposure for payment of such amounts through
this right to terminate, the periodic nature of payroll, client credit checks,
owner guarantees and the Company's client selection process. During 1996, the
Company recorded approximately $651,000 in bad debt

36
<PAGE> 38

expense (including direct costs and the unpaid portion of the Company's service
fee) on approximately $1.4 billion of total revenues.

SALES AND MARKETING

The Company markets its services through a direct sales force of
approximately 160 sales employees, as of February 28, 1997. The Company uses a
direct sales force that it controls, rather than selling through agents, because
this allows the Company to more closely monitor and manage employer-related
liabilities assumed with each sale. The Company's sales force is located
throughout its 32 branch offices, with four to eight sales persons located in
each branch office. The Company's sales persons are compensated by a combination
of salary and commissions which has, for top producers, exceeded $100,000.

The Company seeks to hire sales persons who have five years or more sales
experience in other business-to-business sales positions. The Company provides
at least one month of training for each new sales person in the field, followed
by a one week formal training program to familiarize new sales persons with the
Company's services, policies and procedures. The Company requires sales persons
to undergo training when new services are offered by the Company.

Staff Leasing generates sales leads from various sources, primarily
referrals from existing clients and other sources such as accountants and other
professionals. Each sales person is required to visit his or her clients
periodically in order to maintain an ongoing relationship and to benefit from
referrals. The Company also generates sales leads through contacts produced by
its telemarketing group, which makes calls to potential clients identified from
industry data, purchased lists and other sources.

The Company has an exclusive client referral arrangement with Barnett,
which is the largest bank in Florida based on number of branches and amount of
deposits. Under this arrangement, Barnett refers the Company's services to
Barnett's small to medium-sized business customers. From September 1, 1996 (when
the Barnett program was implemented on a system-wide basis) through February 28,
1997, 10.4% of the Company's new clients (with approximately 2,500 worksite
employees) were obtained through Barnett referrals. The Company pays Barnett a
fee for each client obtained through a Barnett referral.

The Company has also entered into an exclusive client referral relationship
with E.K. Williams/General Business Services, which provides financial and
accounting management services to business owners and has more than 500
franchised locations nationwide, including 87 locations in the Company's
existing markets. Under this arrangement E.K. Williams/General Business Services
will refer Staff Leasing to its small to medium-sized business clients. In
addition, the Company has obtained endorsements from national franchisors such
as SUBWAY(R), Mr. Rooter(R), Aire Serve(R), Mr. Electric(R) and Certa
ProPainters(R) by which these companies will recommend Staff Leasing's services
to their franchisees.

VENDOR RELATIONSHIPS

Staff Leasing provides benefits to its worksite employees under
arrangements with a number of vendors. The Company's most significant vendor
relationships are as follows:

Liberty Mutual. The Company's workers' compensation coverage is provided
by Liberty Mutual, which is the largest workers' compensation insurance carrier
in the United States. This program was initiated in March 1994, renegotiated
effective January 1, 1997, and currently provides coverage through December 31,
1999. Staff Leasing is now Liberty Mutual's second largest client for workers'
compensation insurance in terms of premiums.

The Company's arrangement with Liberty Mutual has always provided coverage
on a guaranteed cost basis. Amounts due to Liberty Mutual under this arrangement
are a fixed percentage of the Company's workers' compensation payroll and are
paid on a monthly basis. The Company has no liability in excess of such amounts
paid. Payouts on workers' compensation claims can extend for years. With the
Liberty Mutual arrangement, the Company's earnings are more predictable, since
changes in the frequency of claims do not affect current income and changes in
the ultimate severity of incurred claims do not affect future income. Under the
renegotiated arrangement, the rate per $100 of payroll charged to the Company
for workers'

37
<PAGE> 39

compensation insurance coverage has decreased from that paid in 1996 by 27%,
even though the mix of clients and worksite employees by industry classification
has remained relatively constant. See "-- Client Services -- Risk Management."

Liberty Mutual has established a 36-person dedicated claims unit adjacent
to the Company's corporate headquarters to manage the Company's workers'
compensation claims exclusively. The Company, Liberty Mutual and their joint
consultant, Marsh & McLennan, worked as a team to design and implement the
claims management process conducted at this facility, which fully integrates
managed care and return-to-work activities with the claims adjustment process.
This enables Liberty Mutual and the Company, working together, to provide more
cost efficient claims administration and processing and better client service,
with a concomitant reduction in workers' compensation claims experience, which
the Company believes should have a favorable impact on future rates.
Approximately 850 new claims per month are currently managed at this facility.

Blue Cross/Blue Shield. The Company's group health benefit plans are
provided by three Blue Cross entities under separate contracts in the states of
Florida, Texas and Georgia. Premiums paid by worksite employees, and the portion
of premiums, if any, paid by the client, varies depending on the coverage
options selected and the place of residence of the worksite employee. Plans
offered in Texas and Georgia provide the Company with guaranteed cost contracts,
with the Company's liability capped at fixed amounts. The Company's policy with
Blue Cross/Florida is a three-year minimum premium arrangement. The
administrative costs associated with this policy are fixed for the three-year
term and stop loss coverage for 1997 is provided at the level of 115% of
projected claims. Stop loss coverage for succeeding years will be established
based on claims experience in the first year of the policy.

INFORMATION TECHNOLOGY

The Company has invested and is continuing to invest significant capital
and resources in the development and enhancement of its information systems.
During 1995 and 1996, the Company invested approximately $17.5 million in its
technology infrastructure, including computer hardware and software and
telephony. This investment was made to better serve its increasing client base,
to maintain a high level of customer service at increasing volumes and to
increase operating leverage in its processing operations. See "-- Growth
Strategy."

These systems provide the Company with the capability to promptly and
accurately deliver payroll and related services and generate in-depth management
reports. The Company's information systems manage all data relating to worksite
employee enrollment, payroll processing, benefits administration, management
information and other requirements of the Company's operations. The current
systems have high volume payroll processing capabilities which allow the Company
to produce and deliver weekly payrolls to its clients, each customized to the
needs of such clients. Currently, the Company processes in excess of 50,000
payroll checks per week.

The Company's investment to date includes: (i) two HP-9000 client servers;
(ii) additional data storage capacity; (iii) 574 desktop PC's; (iv) a wide area
network to its branches; (v) a local area network in its headquarters facility;
(vi) a telephone system that is capable of detailed call tracking, monitoring,
routing and interactive voice response for enrollment functions; and (vii)
built-in redundancies in each of these areas, all of which are fully
operational. The Company is completing development, installation and testing of
the remaining software components of its new information system, primarily the
ORACLE(R) Human Resource and Payroll application. The Company believes this
application is the leading application in its field. The Company anticipates
that the new system will be operational during 1997. The Company will operate
its current software in parallel with the ORACLE(R) Human Resource and Payroll
application until it is satisfied with the operation of the new system. The new
technology should enable the Company to increase the productivity of its call
center representatives and to better direct its business through improved
managed information systems.

38
<PAGE> 40

The Company's information technology staff has grown from three persons in
1994 to 27 persons at December 31, 1996, and the Company plans to continue to
increase staffing of this department. The Company believes that its information
systems are integral in achieving its growth objectives and, as such, the
Company intends to continue to invest in its technology infrastructure, although
at reduced levels. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

COMPETITION

The PEO industry is highly fragmented. NAPEO estimates that there are
approximately 2,000 companies providing certain levels of PEO services. Most of
these companies have limited operations and fewer than 1,000 worksite employees.
However, there are several larger industry participants, and the Company
believes three competitors have PEO revenues in excess of $500 million. The
Company considers its primary competition to be PEOs, insurance agents and
fee-for-service providers, such as payroll processors and human resource
consultants. The market for PEO services is expected to become increasingly
competitive as larger companies, some of which have greater financial resources
than Staff Leasing and which have not traditionally operated in this industry,
enter the market. See "Risk Factors -- Competition and New Market Entrants."

The key competitive factors in the PEO industry are breadth and quality of
services, price, reputation, financial stability, as well as choice, quality and
cost of benefits. The Company believes that it competes favorably in these
areas.

INTERNAL COMPANY EMPLOYEES

The Company had 885 internal employees as of December 31, 1996.
Approximately 440 employees were located at the Company's, Bradenton, Florida
headquarters. The remaining employees were located in the Company's branch
offices. None of the Company's internal employees is a party to a collective
bargaining agreement.

FACILITIES

The Company's operations are conducted from its 86,300 square foot
corporate headquarters located in Bradenton, Florida. The Company leases this
facility under a lease which expires in December 2005, but which can be renewed,
at the option of the Company, for two additional five-year periods. The Company
also leases approximately 10,800 square feet of ancillary space, adjacent to its
headquarters, under a lease which expires in March 1998, which space is
currently being used for file storage.

The Company also leases space for its 32 branch offices, located in
Florida, Georgia and Texas. The Company believes that its branch office leases,
which generally have terms of three to five years, can either be renewed on
acceptable terms or that other, comparable space can be located upon the
expiration of any branch office lease without significant additional cost to the
Company. The Company considers its facilities to be adequate for its current and
prospective operations.

LEGAL PROCEEDINGS

While the Company is involved from time to time in routine legal matters
incidental to its business, there are presently no material legal proceedings
pending against the Company.

INDUSTRY REGULATION

INTRODUCTION

39
<PAGE> 41

these Federal and state laws were enacted prior to the development of
non-traditional employment relationships, such as PEOs, temporary employment and
other employment-related outsourcing arrangements, many of these laws do not
specifically address the obligations and responsibilities of non-traditional
employers. In addition, the definition of "employer" under these laws is not
uniform.

Some governmental agencies that regulate employment have developed rules
that specifically address issues raised by the relationship among PEOs, clients
and worksite employees. Existing regulations are relatively new and, therefore,
their interpretation and application by administrative agencies and Federal and
state courts is limited or non-existent. The development of additional
regulations and interpretation of existing regulations can be expected to evolve
over time. The Company cannot predict with certainty the nature or direction of
the development of Federal, state and local regulations. See "Risk
Factors -- Possible Adverse Application of Certain Federal and State Laws" and
"Risk Factors -- State and Local Regulation of the PEO Industry."

The Company believes that its operations are currently in compliance in all
material respects with all applicable Federal and state statutes and
regulations.

EMPLOYEE BENEFIT PLANS

The Company offers a 401(k) retirement plan to its worksite and internal
employees. Effective April 1, 1997, the Company will offer a new 401(k)
retirement plan, designed to be a "multiple employer" plan under Code Section
413(c). This new plan will enable owners of clients and highly-compensated
worksite employees, as well as highly-compensated internal employees of the
Company, to participate. Such persons were excluded from the current 401(k)
retirement plan to avoid issues of discrimination in favor of highly-compensated
employees. Generally, employee benefit plans are subject to provisions of both
the Code and ERISA.

Employer Status. In order to qualify for favorable tax treatment under the
Code, the plans must be established and maintained by an employer for the
exclusive benefit of its employees. Generally, an entity is an "employer" of
certain workers for Federal employment tax purposes if an employment
relationship exists between the entity and the workers under the common law test
of employment. In addition, the officers of a corporation are deemed to be
employees of that corporation for Federal employment tax purposes. The common
law test of employment, as applied by the IRS, involves an examination of
approximately 20 factors to ascertain whether an employment relationship exists
between a worker and a purported employer. That test is generally applied to
determine whether an individual is an independent contractor or an employee for
Federal employment tax purposes and not to determine whether each of two or more
companies is a "co-employer." Substantial weight is typically given to the
question of whether the purported employer has the right to direct and control
the details of an individual's work.

The IRS established the Market Segment Study for the purpose of identifying
specific compliance issues prevalent in certain segments of the PEO industry.
Approximately 70 PEOs have been randomly selected by the IRS for audit pursuant
to this program. The Company was not one of the PEOs selected for the audit. One
issue that has arisen from these audits is whether a PEO can be a co-employer of
worksite employees, including officers and owners of client companies, for
various purposes under the Code, including participation in the PEO's 401(k)
retirement plan.

The Company is not able to predict either the timing or the nature of any
final decision that may be reached by the IRS with respect to the Market Segment
Study and the ultimate outcome of such decisions. Further, the Company is unable
to predict whether the Treasury Department will issue a policy statement with
respect to its position on these issues or, if issued, whether such a statement
would be favorable to the Company. The Company believes that the establishment
of its new multiple employer plan under Code Section 413(c) will eliminate the
exposure as to future contributions to that plan resulting from an IRS
determination that no employer relationship exists between the sponsor of the
plan and the plan participants. Since this plan will be co-sponsored by each
participating client, the Company believes that even if the IRS were to
determine that the worksite employees were not employees of the Company, it
could not reach the same conclusion as to the client co-sponsor. However, if an
adverse conclusion by the IRS were applied

40
<PAGE> 42

retroactively to disqualify the Company's existing 401(k) retirement plan,
employees' vested account balances under the 401(k) retirement plan would become
taxable, the Company's tax deductions would only be allowed as matching
contributions become vested, the 401(k) retirement plan's trust would become a
taxable trust, and the Company would be subject to liability with respect to its
failure to withhold and pay taxes applicable to salary deferral contributions by
employees, including worksite employees. In such event, the Company would also
face the risk of client dissatisfaction and potential litigation. A retroactive
application by the IRS of an adverse conclusion would have a material adverse
effect on the Company's financial position and results of operations. While the
Company believes that a retroactive disqualification is unlikely, there can be
no assurance as to the ultimate resolution of these issues by the IRS.

ERISA Requirements. Employee pension and welfare benefit plans are also
governed by ERISA. ERISA defines "employer" as "any person acting directly as an
employer, or indirectly in the interest of an employer, in relation to an
employee benefit plan." ERISA defines the term "employee" as "any individual
employed by an employer." The United States Supreme Court has held that the
common law test of employment must be applied to determine whether an individual
is an employee or an independent contractor under ERISA. A definitive judicial
interpretation of "employer" in the context of a PEO or employee leasing
arrangement has not been established.

If the Company were found not to be an employer for ERISA purposes, its
plans would not comply with ERISA. Further, as a result of such finding the
Company and its plans would not enjoy, with respect to worksite employees, the
preemption of state laws provided by ERISA and could be subject to varying state
laws and regulation, as well as to claims based upon state common laws.

FEDERAL EMPLOYMENT TAXES

As a co-employer, the Company assumes responsibility and liability for the
payment of Federal and state employment taxes with respect to wages and salaries
paid to worksite employees. There are essentially three types of Federal
employment tax obligations: (i) withholding of income tax requirements governed
by Code Section 3401, et seq.; (ii) obligations under FICA, governed by Code
Section 3101, et seq.; and (iii) obligations under the FUTA, governed by Code
Section 3101, et seq. Under these Code sections, employers have the obligation
to withhold and remit the employer portion and, where applicable, the employee
portion of these taxes.

The Market Segment Study discussed above is examining, among other issues,
whether PEOs, such as the Company, are employers of worksite employees under the
Code provisions applicable to Federal employment taxes and, consequently,
responsible for payment of employment taxes on wages and salaries paid to such
worksite employees. Section 3401(d)(1) of the Code, which applies to Federal
income tax withholding requirements, contains an exception to the general common
law test applied to determine whether an entity is an "employer" for purposes of
Federal income tax withholding. Section 3401(d)(1) states that if the person for
whom services are rendered does not have control of the payment of wages, the
"employer" for this purpose is the person having control of the payment of
wages. The Treasury Regulations issued under Section 3401(d)(1) state that a
third party can be deemed to be the employer of workers under this section for
income tax withholding purposes where the person for whom services are rendered
does not have legal control of the payment of wages. While Section 3401(d)(1)
has been examined by several courts, its ultimate scope has not been delineated.
Moreover, the IRS has to date relied extensively on the common law test of
employment in determining liability for failure to comply with Federal income
tax withholding requirements.

Accordingly, while the Company believes that it can assume the withholding
obligations for worksite employees, in the event the Company fails to meet these
obligations the client may be held jointly and severally liable therefor. While
this interpretive issue has not to the Company's knowledge discouraged clients
from utilizing the Company's services, there can be no assurance that a
definitive adverse resolution of this issue would not do so in the future.

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<PAGE> 43

STATE REGULATION

Florida. In Florida, the Company's PEO operations are licensed under the
Florida Employee Leasing Licensing Act of 1991 (the "Florida Licensing Act").
The Florida Licensing Act requires PEOs and their controlling persons to be
licensed, mandates reporting requirements and allocates several employer
responsibilities. The Florida Licensing Act also requires licensed PEOs to
submit annual audited financial statements and maintain a tangible accounting
net worth and positive working capital. The Florida Licensing Act also requires
PEOs to, among other things: (i) reserve the right of direction and control over
the leased employees; (ii) enter into a written agreement with the client; (iii)
pay wages to the leased employees; (iv) pay and collect payroll taxes; (v)
maintain authority to hire, terminate, discipline and reassign employees; (vi)
reserve a right to direct and control the management of safety, risk and hazard
control at the worksite; (vii) promulgate and administer employment and safety
policies; and (viii) manage workers' compensation claims.

Texas. The Texas Staff Leasing Act regulates and establishes a legal
framework for PEOs in Texas. The Texas Staff Leasing Act, which became effective
on September 1, 1993, established mandatory licensing for PEOs and expressly
recognizes a licensed PEO as the employer of the worksite employee for purposes
of the Texas Unemployment Compensation Act. The Texas Staff Leasing Act also
provides, to the extent governed by Texas law, that a licensed PEO may sponsor
and maintain employee benefit plans for the benefit of worksite employees. In
addition, the Texas Staff Leasing Act not only provides that a PEO may elect to
obtain workers' compensation insurance coverage for its worksite employees but
also provides that, for workers' compensation insurance purposes, a licensed PEO
and its client are treated as co-employers. In order to obtain a license,
applicants must undergo a background check, demonstrate a history of good
standing with tax authorities and meet certain capitalization requirements that
increase with the number of worksite employees employed. The Texas Staff Leasing
Act specifies that the Texas Department of Licensing and Regulation ("TDLR") is
responsible for enforcement of the Texas Staff Leasing Act and TDLR has adopted
regulations under the Texas Staff Leasing Act.

Other States. While many states do not explicitly regulate PEOs, 14 other
states have passed laws that have licensing or registration requirements for
PEOs and at least three states, including Georgia, are considering such
regulation. See "Risk Factors -- State and Local Regulation of the PEO
Industry." Such laws vary from state to state but generally provide for
monitoring the fiscal responsibility of PEOs. In addition to holding a license
in Texas and Florida, the Company holds licenses in six other states, has been
registered or certified in three other states, and has applied for licenses in
four other states. Whether or not a state has licensing, registration or
certification requirements, the Company faces a number of other state and local
regulations that could impact its operations. The Company's objective is to
establish excellent working relationships with state regulatory authorities in
states where it operates and the Company believes that to date it has been able
to do so.

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<PAGE> 44

MANAGEMENT

The Company's Board of Directors currently has eight members. In accordance
with the Articles of Incorporation of the Company, the members of the Board of
Directors are divided into three classes and are elected for a term of office
expiring at the third succeeding annual shareholders' meeting following their
election to office or until a successor is duly elected and qualified. The
Articles of Incorporation also provide that such classes shall be as nearly
equal in number as possible. The terms of office of the Class I, Class II and
Class III directors expire at the annual meeting of shareholders in 2000, 1999
and 1998, respectively.

The following tables sets forth certain information on the directors and
executive officers of the Company as of February 28, 1997:

<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION CLASS
---- --- -------- --------
<S> <C> <C> <C>
Charles S. Craig(1)(3)(4)(5)......... 46 Chairman of the Board and Chief Executive I
Officer
Richard A. Goldman(5)................ 40 President
John E. Panning(5)................... 45 Chief Financial Officer
James F. Manning..................... 67 Vice Chairman of the Board III
John Bilchak, Jr..................... 49 Senior Vice President, Benefits and Risk
Management
Joyce Lillis McGill.................. 50 Senior Vice President, Sales
David A. Varnadore................... 35 Senior Vice President, Operations
John C. Whitney...................... 47 Senior Vice President, Marketing
George B. Beitzel(1)(2)(3)........... 68 Director I
Ronald V. Davis(1)(2)(4)............. 50 Director I
Melvin R. Laird(2)(3)................ 74 Director II
William J. Mullis.................... 49 Director III
Elliot B. Ross(4).................... 51 Director II
David T.K. Sarda..................... 36 Director III
</TABLE>

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

(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Nominating Committee
(5) Member of the Office of the Chairman

Charles S. Craig has served as Chairman of the Board of Directors since
November 1993. He assumed the additional position of Chief Executive Officer in
July 1995. He currently serves as Chairman of the Executive Committee of the
Board of Directors. Mr. Craig is currently the sole shareholder of Staff
Acquisition. Mr. Craig has been a Managing Director of Craig Capital Corporation
("Craig Capital") since 1988 and Chairman of TCOM, L.P./Aerostat Holding L.P.
since 1989. An investor group organized by Craig Capital acquired Staff Leasing
in 1993. Mr. Craig holds B.A., M.A. and J.D. degrees from Brown University,
Cambridge University, and University of Michigan Law School, respectively.

Richard A. Goldman has served as President and been a member of the
three-person Office of the Chairman since January 1997. Mr. Goldman served as
Senior Vice President of Risk Management and General Counsel of Staff Leasing
from July 1995 to January 1997. Prior to joining Staff Leasing, Mr. Goldman was
a partner in the New York office of Dechert Price & Rhoads from April 1993 to
July 1995 and was special counsel at that firm from December 1991 until April
1993. Mr. Goldman holds a B.A. degree from Princeton University and a J.D.
degree from Stanford University Law School.

John E. Panning has served as Chief Financial Officer and been a member of
the three-person Office of the Chairman since January 1997. From August 1996 to
December 1996, he served as Senior Vice President of Finance of Staff Leasing.
Mr. Panning served as Senior Vice President of Sales of Staff Leasing from
January 1995 to July 1996. Prior to joining Staff Leasing, Mr. Panning served as
Chief Financial Officer of CityForest Corporation from March 1993 to November
1994; Chief Financial Officer of Sinclair & Valentine,

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<PAGE> 45

L.P., from 1985 to 1990; and as Group Vice President of the Commercial & Packing
Division of Flint Ink Corporation from January 1991 to September 1992. Mr.
Panning received B.S. and M.B.A. degrees from the University of Minnesota.

James F. Manning has been Vice Chairman of Staff Leasing since January
1997. Mr. Manning served as President of Staff Leasing from July 1995 to
December 1996. He also served as Vice President and Chief Information Officer
from May 1995 to June 1995 and as a consultant to the Company from January 1995
to April 1995. Prior to joining Staff Leasing, Mr. Manning was a business
consultant from January 1987 to April 1995. Mr. Manning holds a B.A. degree in
Economics from Williams College.

John Bilchak, Jr. has been Senior Vice President, Benefits and Risk
Management since January 1997. Mr. Bilchak served as Vice President, Benefits
from January 1996 to December 1996. Prior to joining Staff Leasing, Mr. Bilchak
served as a Principal with Towers Perrin from June 1992 to January 1996 and as a
Principal with William M. Mercer, Inc. from 1983 to June 1992. Mr. Bilchak holds
B.A. and M.B.A. degrees from The Ohio State University.

Joyce Lillis McGill has been Senior Vice President, Sales of Staff Leasing
since March 1997. She previously served in various positions for Compaq Computer
Corporation, and was employed by that company as Vice President Eastern Region
from April 1996 until becoming employed by the Company. From February 1993 until
April 1996, she was Regional Director of Sales, Service & Operations, Northeast
Region for Compaq and from July 1988 to February 1993 served as Area Sales
Manager for Compaq. Ms. Lillis attended Somerset College.

David Varnadore has been Senior Vice President, Operations since July 1996.
He previously served as Chief Financial Officer of Staff Leasing from November
1993 to June 1996 and held various positions with the Predecessor from 1988
until November 1993. Mr. Varnadore received a B.S. degree in accounting from
Carson-Newman College.

John C. Whitney has been Senior Vice President, Marketing since February
1997. He previously served as Senior Vice President, Sales and Marketing from
July 1996 until February 1997 and as Senior Vice President of Marketing from
July 1995 to July 1996. Prior to joining the Company, Mr. Whitney served as a
consultant with Gemini Consulting from July 1992 to April 1994. Mr. Whitney
received a Ph.D. degree in Business Administration from Purdue University, an
M.B.A. degree from Stanford University, and a B.S. degree from Northeastern
University.

George B. Beitzel has served as a director of the Company since November
1993. He currently serves as Chairman of the Audit and Compensation Committees
of the Board of Directors and as a member of the Executive Committee. Mr.
Beitzel is currently Chairman of the Board of the Colonial Williamsburg
Foundation and a director of Bankers Trust New York Corporation, Computer Task
Group, Inc., Phillips Petroleum Company and Rohm & Haas Company.

Ronald V. Davis has been a member of the Board of Directors of Staff
Leasing since November 1993 and serves as Chairman of the Board's Nominating
Committee. Mr. Davis is currently Chairman of Davis Capital LLC. Mr. Davis
served as President and Chief Executive Officer of the Perrier Group of America,
Inc. from January 1992 to December 1995. Mr. Davis is also a director of
Celestial Seasonings, Inc.

Melvin R. Laird has served as a director of Staff Leasing since February
1997. Mr Laird is currently a member of the Board of Directors of Reader's
Digest Association, Inc., American Express/IDS Mutual Funds Group and T-COM,
L.P. Mr. Laird has been retired for over five years.

William J. Mullis was a founder of the Predecessor, which commenced
operations in 1984. He has served as a director of Staff Leasing since November
1993. Since January 1992, Mr. Mullis has been employed by and is the owner of
Associated Automotive, Inc.

Elliot B. Ross has been a director of Staff Leasing since March 1994. He
has been employed by ESSEF Corporation since February 1994, where he currently
serves as Chief Operating Officer. Prior to his employment with ESSEF
Corporation, Mr. Ross was Co-Chairman of Inverness Partners from January 1988 to
January 1994.

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<PAGE> 46

David T.K. Sarda has served as a director of Staff Leasing since November
1993. Mr. Sarda was a Managing Director of Craig Capital from May 1989 until
January 1997.

BOARD COMMITTEES

The Board of Directors has appointed an Executive Committee, an Audit
Committee, a Compensation Committee and a Nominating Committee. The membership
of such committees is indicated by the footnotes to the table above. The
Executive Committee has and may exercise all of the powers and authority of the
Board of Directors of the Company during the periods between regularly scheduled
Board meetings to the fullest extent permitted under the bylaws of the Company
and the Florida Act. The Audit Committee reviews the scope and results of the
annual audit of the Company's consolidated financial statements conducted by the
Company's independent accountants, the scope of other services provided by the
Company's independent accountants, proposed changes in the Company's financial
and accounting standards and principles, and the Company's policies and
procedures with respect to its internal accounting, auditing and financial
controls, and makes recommendations to the Board of Directors on the engagement
of the independent accountants, as well as other matters which may come before
it or as directed by the Board of Directors. The Compensation Committee
administers the Company's compensation programs, including the Staff Leasing,
Inc. 1997 Stock Incentive Plan (the "Incentive Plan"), and performs such other
duties as may from time to time be determined by the Board of Directors. The
Nominating Committee is responsible for nominating candidates for election to
the Board of Directors of the Company.

BOARD COMPENSATION

Non-management directors are paid annual compensation of $16,000 plus an
additional $1,000 for each committee meeting attended in person which is held on
a day other than a day on which the Board of Directors is meeting.

EXECUTIVE COMPENSATION

The following tables sets forth in summary form all compensation paid by
the Company to the Chief Executive Officer and its other four most highly
compensated executive officers (collectively, the "Named Executive Officers")
for services rendered in all capacities to the Company for the year ended
December 31, 1996:

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION(1)
---------------
AWARDS
---------------
OTHER RESTRICTED
ANNUAL COMPENSATION ANNUAL STOCK
--------------------------- COMPENSATION AWARD(S)
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(2) ($)
--------------------------- ---- --------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Charles Craig............................... 1996 (3)
Chief Executive Officer
Richard A. Goldman.......................... 1996 $131,976 $ 74,250 $12,475(4) $66,595(5)
President
John E. Panning............................. 1996 $132,000 $ 74,250 $66,595(6)
Chief Financial Officer
James Manning............................... 1996 $194,131 $124,000
Vice Chairman(7)
David Varnadore............................. 1996 $132,012 $ 74,250
Senior Vice President of Operations(8)
</TABLE>

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

(1) All long-term compensation identified in this table arises under the
Company's restricted equity plan (the "Restricted Equity Plan"). The
Restricted Equity Plan allowed the Company to issue Common Interests

(footnotes continued on next page)

45
<PAGE> 47

to its senior executive officers holding positions of Vice President or
above. No Common Interests were issued under this Plan subsequent to
January 31, 1997.
(2) Does not include perquisites and other personal benefits, securities or
property which do not aggregate in excess of the lessor of either $50,000
or 10% of the total of annual salary and bonus reported for the named
executive officer.
(3) In 1996, the Company paid to Craig Capital certain management and investment
banking fees. Mr. Craig is the sole shareholder of Craig Capital. The
Company intends to terminate this arrangement upon consummation of the
Offering and will employ Charles S. Craig at such time at an annual base
salary of $200,000. Mr. Craig will also be entitled to receive a bonus as
determined by the Board of Directors of the Company.

(4) Constitutes relocation expense reimbursement.
(5) Mr. Goldman was issued the equivalent of 30,977 shares on December 31, 1996
pursuant to the Restricted Equity Plan, which vest 25% per year on the
anniversary date of the original issuance. All of these 30,977 shares were
restricted and their value as of December 31, 1996 was $66,595. The Company
also issued to Mr. Goldman the equivalent of 202,994 shares on July 1, 1995
pursuant to the Restricted Equity Plan. These shares were subject to the
following vesting schedule: 20% vesting on July 1, 1995; 20% vesting on
July 1, 1996; 30% on July 1, 1997; and 30% on July 1, 1998. The remaining
restricted portion of this issuance as of December 31, 1996 was 121,804
shares valued at $261,158 as of December 31, 1996. See footnote (9).
(6) Mr. Panning was issued 30,977 shares on December 31, 1996 pursuant to the
Restricted Equity Plan which vest 25% per year on the anniversary date of
the original issuance. All of these 30,977 shares are restricted and their
value as of December 31, 1996 was $66,595. The Company also issued to Mr.
Panning the equivalent of 297,775 shares on January 1, 1995 pursuant to the
Restricted Equity Plan. The shares vest 25% per year on the anniversary
date of the original issuance. The remaining restricted portion of this
issuance was 223,331 shares valued at $486,169 as of December 31, 1996. See
footnote (9).
(7) The Company issued to Mr. Manning the equivalent of 203,216 shares on June
1, 1995 pursuant to the Restricted Equity Plan. These shares vest 25% per
year on the anniversary date of the original issuance, however upon
consummation of the Offering, these shares will fully vest. The remaining
restricted portion of this issuance is 152,412 shares with a value of
$331,448 as of December 31, 1996. He was issued an additional 198,471
shares on August 1, 1995 pursuant to the Restricted Equity Plan with the
same vesting terms as the shares described above. The remaining restricted
portion of this issuance was 148,853 shares valued at $320,326 as of
December 31, 1996. See footnote (9).
(8) The Company issued to Mr. Varnadore the equivalent of 349,080 shares on
November 3, 1993 pursuant to the Restricted Equity Plan. These shares vest
at 25% per year on the anniversary date of the original issuance. The
Company repurchased the equivalent of 57,708 shares from Mr. Varnadore on
August 30, 1996 for $67,500 and Class B Interests valued at $157,500. The
remaining restricted portion of this issuance was 87,270 shares valued at
$190,623 as of December 31, 1996. See footnote (9).
(9) All of the above-described values of restricted equity as of the end of
December 1996 are based on an independent third party appraisal.

STOCK INCENTIVE PLAN

The Company maintains the Staff Leasing, Inc. 1997 Stock Incentive Plan.
The Board of Directors has reserved shares of Common Stock for
issuance pursuant to awards that may be made under the Incentive Plan, subject
to adjustment as provided therein. Awards under the Incentive Plan are
determined by the Compensation Committee of the Board of Directors (the
"Committee").

Key employees, officers, directors and consultants of the Company or an
affiliate are eligible for awards under the Incentive Plan. The Incentive Plan
permits the Committee to make awards of shares of Common Stock, awards of
derivative securities related to the value of the Common Stock and certain cash
awards to eligible persons. These discretionary awards may be made on an
individual basis, or pursuant to a program approved by the Committee for the
benefit of a group for eligible persons. The Incentive Plan permits the

46
<PAGE> 48

Committee to make awards of a variety of equity-based incentives, including (but
not limited to) stock awards, options to purchase shares of Common Stock and to
sell shares of Common Stock back to the Company, stock appreciation rights,
so-called "cash-out" or "limited stock appreciation rights" (which the Committee
may make exercisable in the event of certain changes in control of the Company
or other events), phantom shares, performance incentive rights, divided
equivalent rights and similar rights (together, "Stock Incentives"). The number
of shares of Common Stock as to which a Stock Incentive is granted and to whom
any Stock Incentive is granted, and all other terms and conditions of a Stock
Incentive, is determined by the Committee, subject to the provisions of the
Incentive Plan. The terms of particular Stock Incentives may provide that they
terminate, among other reasons, upon the holder's termination of employment or
other status with respect to the Company and any affiliate, upon a specified
date, upon the holder's death or disability, or upon the occurrence of a change
in control of the Company. Stock Incentives may also include exercise,
conversion or settlement rights to a holder's estate or personal representative
in the event of the holder's death or disability. At the Committee's discretion,
Stock Incentives that are held by an employee who suffers a termination of
employment may be cancelled, accelerated, paid or continued, subject to the
terms of the applicable Stock Incentive agreement and to the provisions of the
Incentive Plan. Stock Incentives generally are not transferable or assignable
during a holder's lifetime.

The number of shares of Common Stock reserved for issuance in connection
with the grant or settlement of Stock Incentives or to which a Stock Incentive
is subject, as the case may be, and the exercise price of each option are
subject to adjustment in the event of any recapitalization of the Company or
similar event, effected without the receipt of consideration. In the event of
certain corporate reorganizations and similar events, Stock Incentives may be
substituted, cancelled, accelerated, cashed-out or otherwise adjusted by the
Committee, provided such adjustment is not inconsistent with the express terms
of the Incentive Plan or the applicable Stock Incentive Agreement.

On March , 1997, the Company granted stock options to purchase an
aggregate of shares of Common Stock at an exercise price equal to the
initial public offering price for the shares sold in the Offering, contingent
upon consummation of the Offering. All current, full-time employees were granted
options. Each option is subject to a maximum ten-year term. Options granted to
employees who were employed by the Company for one year as of December 31, 1996
and options granted to new executive officers vest and become exercisable one
third each on the second, third and fourth anniversary of the date of grant
(subject to the market price provision referred to below) and options granted to
all other employees vest and become exercisable one third on the third, fourth
and fifth anniversary of the date of grant (subject to the market price
provision referred to below). In order for an optionee to exercise the option,
the option must have vested according to such schedule and the average closing
price for the Common Stock for any period of 30 consecutive trading days since
the date of grant shall have exceeded % of the exercise price. Vesting and
exercisability accelerate upon a change of control of the Company.

INDEMNIFICATION ARRANGEMENTS

The Company has entered into indemnification agreements pursuant to which
it has agreed to indemnify certain of its directors and officers against
judgments, claims, damages, losses and expenses incurred as a result of the fact
that any director or officer, in his capacity as such, is made or threatened to
be made a party to any suit or proceeding. Such persons will be indemnified to
the fullest extent now or hereafter permitted by the Florida Act. The
indemnification agreements also provide for the advancement of certain expenses
to such directors and officers in connection with any such suit or proceeding.
The Company's Articles of Incorporation and Bylaws provide for the
indemnification of the Company's directors and officers to the fullest extent
permitted by the Florida Act. See "Description of Capital Stock -- Special
Provisions of the Articles of Incorporation and Bylaws."

47
<PAGE> 49

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of February 28, 1997,
assuming consummation of the Reorganization, and as adjusted to reflect the sale
of the shares of Common Stock offered hereby, by: (i) each of the Named
Executive Officers; (ii) each of the Company's directors; (iii) all executive
officers and directors of the Company as a group; (iv) each other person (or
group of affiliated persons) who is known by the Company to own beneficially 5%
or more of the Common Stock; and (v) each Selling Shareholder as if the
Underwriters' over-allotment option is exercised in full. The number of shares
of Common Stock being offered in, and beneficially owned after, the Offering
assumes that the Underwriters' over-allotment option is exercised in full.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED SHARES BEING OFFERED FOR OWNED AFTER THE
PRIOR TO OFFERING PURCHASE, INCLUDING THOSE OFFERING
-------------------- OFFERED IN THE OVER- --------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1) NUMBER PERCENT ALLOTMENT OPTION NUMBER PERCENT
--------------------------------------- ---------- ------- ------------------------- ---------- -------
<S> <C> <C> <C> <C> <C>
Charles S. Craig(2)........................ 5,105,162 26.6%
Richard A. Goldman(3)...................... 311,229 1.6
John E. Panning(4)......................... 348,543 1.8
James F. Manning(5)........................ 420,045 2.2
David A. Varnadore......................... 292,058 1.5
George B. Beitzel(6)....................... 490,543 2.6
Ronald V. Davis............................ 497,900 2.6
Melvin R. Laird(7)......................... 167,400 *
William J. Mullis(8)....................... 2,182,888 11.4
Elliot B. Ross............................. 51,622 *
David T. K. Sarda(9)....................... 1,024,376 5.3
Banque Paribas(10)......................... 2,962,117 15.4
Indo Suez Bank(11)......................... 1,675,237 8.7
Executive Officers and Directors as a group
(14) persons(12)......................... 11,260,956 58.7
C. Everett Southwick....................... 233,700 1.2
Joseph A. Gulash, Jr....................... 10,790 *
Kim B. Rutledge............................ 9,958 *
</TABLE>

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

* Less than one percent.
(1) Unless otherwise stated, the address of all persons is in care of the
Company, 600 301 Boulevard West, Suite 202, Bradenton, Florida 34205.
(2) Includes 828,777 shares owned by the Charles S. Craig Rollover IRA, 10,852
shares owned by the SEP Plan of Charles Craig, 919,791 shares owned by the
11/24/87 Trust FBO KC Craig and 919,791 shares owned by the 12/17/86 Trust
FBO NH Craig. Does not include 417,900 shares issuable upon exercise of the
Company's option to exchange shares of Common Stock for Mr. Craig's
interest in Staff Acquisition. See "The Reorganization."
(3) Includes 26,841 shares owned by the Trust FBO Zachary I. Goldman and 26,841
shares owned by the Trust FBO Zoe A. Goldman.
(4) Includes 1,372 shares owned by Alyssa W. Panning and 1,372 shares owned by
Rachael Panning.
(5) Includes 7,277 shares owned by the Trust FBO Carey M. Dunne, 7,277 shares
owned by the Trust FBO Oliver Dunne, 7,277 shares owned by the Trust FBO
Elizabeth Dunne, 7,277 shares owned by the Trust FBO Allison P. Manning,
7,277 shares owned by the Trust FBO James F. Manning V, 7,277 shares owned
by the Trust FBO Reid M. Manning and 7,277 shares owned by the Trust FBO
Colton J. Manning. Does not include 12,474 shares owned by K. M. Manning,
12,474 shares owned by J. F. Manning IV and 12,474 shares owned by R. M.
Manning, the adult children of Mr. Manning.
(6) Includes 294,615 shares owned by Mary L. Beitzel, 15,531 shares owned by
the Mary L. Beitzel Grantor Trust and 42,370 shares owned by the George
Beitzel IRA Rollover.

48
<PAGE> 50

(7) Includes 41,850 shares owned by the Trust for Lifetime Benefit of John
Laird, 41,850 shares owned by the Trust for Lifetime Benefit of Alison
Large, 41,850 shares owned by the Trust for Lifetime Benefit of K.
Dalgleish and 41,850 shares owned by the Trust for Lifetime Benefit of
David Laird.
(8) All of the shares are held in the William J. Mullis Grantor Trust.
(9) Includes 114,989 shares owned by the IRA for David Sarda SEP, 654,386
shares owned by Professional Employer Investments, Inc., 185,696 shares
owned by Aileen Sarda and 68,087 shares owned by the Sarda Family Trust.
(10) Includes 1,192,474 shares owned by Paribas Principal Incorporated, 136,692
shares owned by Paribas North America, Inc. and 1,632,951 shares owned by
Banque Paribas. The address of Banque Paribas is Equitable Tower, 787 7th
Avenue, New York, New York 10019.
(11) The shares are held by Indo Suez Staff Capital Partners, the managing
partner of which is Indo Suez CMII, Inc. The sole shareholder of Indo Suez
CMII is Indo Suez Bank, whose address is 1211 Avenue of the Americas, New
York, New York 10036.
(12) See footnotes (2) through (9) above.

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<PAGE> 51

CERTAIN TRANSACTIONS

The Company paid $375,000 to Craig Capital in 1996 for ongoing management
services and transaction-related fees. The Company currently pays Craig Capital
a management fee of $400,000 per annum, payable quarterly, for management
services rendered. The Company intends to terminate this arrangement upon
consummation of the Offering and will employ Charles S. Craig at such time at an
annual base salary of $200,000. Mr. Craig will also be entitled to receive an
annual bonus in an amount determined by the Compensation Committee in its
discretion. In addition, the Company paid Craig Capital $510,000 as an
investment banking fee for its services in connection with the April and August
1996 financing transactions. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources." Mr. Craig is also the sole shareholder of Staff Acquisition, the
sole general partner of the Partnership and each of the OLPs. Mr. Craig is also
the sole shareholder and a Managing Director of Craig Capital. During 1996 David
T.K. Sarda was also a Managing Director of Craig Capital.

The Company leases approximately 61 vehicles from Associated Automotive,
Inc. which is owned by William J. Mullis. The aggregate payment under these
leases amounted to approximately $433,000 in 1996. The Company believes that
these leases are on terms no less favorable to the Company than could be
obtained from unaffiliated third parties. In connection with the acquisition of
the Predecessor by the Company in November 1993, the Company entered into a
five-year agreement with Mr. Mullis providing for annual payments of $312,000
and a five-year agreement related to promotional activities, which provides for
annual payments of $50,000 per year to a company owned by Mr. Mullis.

As part of the Company's Restricted Equity Plan, the Company loaned the
following amounts to the individuals listed below:

In November 1993, the Company issued to David Varnadore a 1.7% Common
Interest in accordance with the Restricted Equity Plan. The Company loaned
Mr. Varnadore $106,000 at an interest rate of 4.83% to finance this
purchase. In December 1994 this loan was repaid in full.

In January 1995, the Company issued to John Panning a 1.5% Common
Interest in accordance with the Restricted Equity Plan. The Company loaned
Mr. Panning $95,227 at an interest rate of 7.7% to finance this purchase.
This loan was repaid in full on July 31, 1995.

In June 1995, the Company issued to James Manning and John Whitney,
Jr. a 1.0% Common Interest and a 0.6% Common Interest, respectively, in
accordance with the Restricted Equity Plan. The Company loaned them $63,480
and $39,678, respectively, at an interest rate of 6.60% per annum to
finance these purchases.

In July 1995, the Company issued to Richard Goldman a 1.0% Common
Interest in accordance with the Restricted Equity Plan. The Company loaned
him $63,469 at an interest rate of 6.60% per annum to finance this
purchase.

In August 1995, the Company promoted Mr. Manning to President and
issued an additional 1.0% Common Interest to him in accordance with the
Restricted Equity Plan. The Company loaned him an additional $69,040 at an
interest rate of 5.91% to finance this purchase.

In January 1996, the Company issued to John Bilchak a 0.3% Common
Interest in accordance with the Restricted Equity Plan. The Company loaned
him $18,986 at an interest rate of 6.06% to finance this purchase.

In April 1996, the Company loaned Mr. Bilchak, Mr. Goldman, and Mr.
Whitney $31,750, $82,500 and $131,000, respectively, at an interest rate
based on the Company's bank loan rate to purchase Class A Interests, which
if converted would entitle them to 0.02%, 0.06% and 0.09%, respectively, of
the Common Interests.

On August 30, 1996, the Company repurchased Common Interests from
William Mullis (10.0%), Everett Southwick (0.5%), and David Varnadore
(0.25%) for $2,700,000, $135,000 and $67,500,

50
<PAGE> 52

respectively, in cash and $6,300,000, $315,000 and $157,500 in Class B
Interests, respectively, which will be redeemed upon consummation of the
Reorganization.

In December 1996, the Company promoted Mr. Bilchak, Mr. Goldman, and
Mr. Panning and issued to each of them a 0.15% Common Interest in
accordance with the Restricted Equity Plan. The Company loaned them each
$10,356 at an interest rate of 6.77% to finance this purchase. Mr.
Panning's loan was repaid on February 28, 1996. Mr. Bilchak (on December
31, 1996) and Mr. Goldman (on March 1, 1997) were also each loaned $30,966,
at an interest rate of 6.77% per annum to pay taxes arising from their
purchase of this additional Common Interest.

In January 1997, the Company hired Joyce Lillis McGill and issued to
her a 0.5% Common Interest in accordance with the Restricted Equity Plan.
The Company loaned her $34,521 at an interest rate of 6.56% to finance this
purchase.

Loans made to finance purchases of Common Interests under the
Restricted Equity Plan are due November 1, 2000 and interest on such loans
is payable quarterly. Loans made to finance purchases of Class A Interests
are due March 31, 2001, together with accrued interest.

DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

At the date hereof, the authorized capital stock of the Company is
110,000,000 shares, consisting of 100,000,000 shares of Common Stock of the
Company, par value $0.01 per share ("Common Stock"), and 10,000,000 shares of
Preferred Stock of the Company, par value $0.01 per share ("Preferred Stock").
The following summary is qualified in its entirety by reference to the Company's
Articles of Incorporation (the "Charter") and Bylaws (the "Bylaws"), copies of
which are included as exhibits to the Registration Statement of which this
Prospectus is a part. All outstanding shares of Common Stock and Preferred Stock
are fully paid and non-assessable.

Common Stock. The holders of Common Stock are entitled to dividends in
such amounts and at such times as may be declared by the Board of Directors out
of funds legally available therefor. See "Dividend Policy." Holders of the
Common Stock are entitled to one vote per share for the election of directors
and other corporate matters. In the event of liquidation, dissolution or winding
up of the Company, holders of Common Stock would be entitled to share ratably in
all assets of the Company available for distributions to the holders of Common
Stock. The Common Stock carries no preemptive rights. All outstanding shares of
Common Stock are, and the shares of Common Stock to be sold by the Company in
the Offering when issued will be, duly authorized, validly issued, fully paid
and non-assessable.

Preferred Stock. The Board of Directors is authorized to issue from time
to time, without shareholder authorization, in one or more designated series,
shares of Preferred Stock with such dividend, redemption, conversion and
exchange provisions as are provided in the particular series. Prior to the date
hereof, none of such shares have been issued. Except as by law expressly
provided, or except as may be provided by resolution of the Board of Directors,
the Preferred Stock shall have no right or power to vote on any question or in
any proceeding or to be represented at, or to receive notice of, any meeting of
shareholders of the Company. The issuance of the Preferred Stock could have the
effect of delaying or preventing a change in control of the Company. The Board
of Directors has no present plans to issue any of the Preferred Stock.

PROVISIONS HAVING POSSIBLE ANTI-TAKEOVER EFFECT

The Company is subject to several anti-takeover provisions under the
Florida Act that apply to a public corporation organized under Florida law
unless the corporation has elected to opt out of such provisions in its Charter
or (depending on the provision in question) its Bylaws. The Company has not
elected to opt out of these provisions. The Florida Act contains a provision
that prohibits the voting of shares in a publicly-held Florida corporation which
are acquired in a "control share acquisition" unless the holders of a majority
of the corporation's voting shares (exclusive of shares held by officers of the
corporation, inside directors or the

51
<PAGE> 53

acquiring party) approve the granting of voting rights as to the shares acquired
in the control share acquisition. A control share acquisition is defined as an
acquisition that immediately thereafter entitles the acquiring party, directly
or indirectly, alone or as a part of a group, to vote in the election of
directors within any of the following ranges of voting power: (i) one-fifth or
more but less than one-third of all voting power; (ii) one-third or more but
less than a majority of all voting power and (iii) a majority or more of all
voting power.

The Florida Act also contains an "affiliated transaction" provision that
prohibits a publicly-held Florida corporation from engaging in a broad range of
business combinations or other extraordinary corporate transactions with an
"interested shareholder" unless (i) in addition to any affirmative vote required
by any other section of the Florida Act or by the articles of incorporation of
the Company, the transaction is approved by two-thirds of the corporation's
outstanding voting shares other than the shares beneficially owned by the
interested shareholder, (ii) the transaction is approved by a majority of the
disinterested directors, (iii) the interested shareholder has been the
beneficial owner of at least 80% of the corporation's outstanding voting shares
for at least five (5) years preceding the date of the transaction, or (iv) the
interested shareholder is the beneficial owner of at least 90% of the
outstanding voting shares of the corporation, exclusive of shares acquired
directly from the corporation in a transaction not approved by a majority of the
disinterested directors. The Company's Articles of Incorporation provide that
the so-called "fair price" exception to the two-thirds vote requirement referred
in clause (i) of this paragraph does not apply to an "affiliated transaction"
involving the Company. The term "interested shareholder" is defined as a person
who together with affiliates and associates beneficially owns more than 10% of
the company's outstanding voting shares.

The Board of Directors is divided into three classes, designated Class I,
Class II and Class III (the "Classified Directors"). Each class of directors
consists, as nearly as possible, of one-third of the total number of directors
constituting the entire Board of Directors. The number of directors will be a
number determined from time-to-time by the Board of Directors, as provided in
the Bylaws. The Bylaws provide that the number of directors may be fixed from
time to time by resolution of the Board of Directors, but will consist of not
less than five nor more than 12 members. The initial term for directors in Class
I expires at the annual meeting of shareholders to be held in 2000; the initial
term for directors in Class II expires at the annual meeting of shareholders to
be held in 1999; and the initial term for directors in Class III expires at the
annual meeting of shareholders to be held in 1998. A director of the Company may
be removed only for cause and only upon the affirmative vote of the holders of a
majority of the outstanding capital stock entitled to vote at an election of
directors.

The Bylaws provide that the Board of Directors shall fix the number of
directors and that a shareholder may nominate directors only if written notice
is delivered to the Company by such shareholder not more than 30 days prior to
nor after the deadline for submitting shareholder proposals pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended. The Bylaws also
provide that any newly-created directorship resulting from an increase in the
number of directors or a vacancy on the Board of Directors shall be filled by
vote of a majority of the remaining directors then in office, even though less
than a quorum. The Charter and Bylaws also provide that special meetings of the
shareholders may only be called by a majority of the Classified Directors, by
the Chairman of the Board and by the holders of not less than 25% of the
Company's voting stock and that the shareholders may not act by written consent.
The Charter provides that these provisions of the Charter may not be amended
without the approval of at least two-thirds of the voting power of all shares of
the Company entitled to vote generally in the election of directors, voting
together as a single class.

The foregoing provisions of the Charter and the Bylaws and of the Florida
Act, together with the ability of the Board of Directors to issue Preferred
Stock without further shareholder action, could delay or frustrate the removal
of incumbent directors or the assumption of control by the holder of a large
block of Common Stock even if such removal or assumption would be beneficial, in
the short term, to shareholders of the Company. The provisions could also
discourage or make more difficult a merger, tender offer or proxy contest even
if such event would be favorable to the interests of shareholders.

52
<PAGE> 54

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Charter requires the Company, to the fullest extent permitted or
required by the Florida Act, to indemnify its directors and officers against any
and all liabilities incurred by reason of the fact that such person was or is a
director or officer of the Company or was serving at the request of the Company
in the same or a similar capacity for any other corporation, partnership or
other entity. Generally, the Florida Act permits indemnification of a director
or officer upon a determination that he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The right to indemnification granted in the Charter is not exclusive of any
other rights to indemnification against liabilities or the advancement of
expenses which a director or officer may be entitled under any written
agreement, Board resolution, vote of shareholders, the Florida Act or otherwise.

The Company has also entered into agreements with each of its current
directors and executive officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is ultimately determined that the recipient of the advance is not entitled to
indemnification. The indemnification agreements provide that no indemnification
or advancement of expenses shall be made (a) if a final adjudication establishes
that the indemnification actions or omissions were material to the cause of
certain adjudicated and constitute (i) a violation of criminal law (unless the
indemnitee had reasonable cause to believe that his actions were lawful), (ii) a
transaction from which the indemnitee derived an improper personal benefit,
(iii) an unlawful distribution or dividend when the Florida Act, or (iv) willful
misconduct or a conscious disregard for the just interests of the Company in a
derivative or shareholder action, (b) for liability under Section 16(b) of the
Exchange Act, or (c) if a final decision by a court having jurisdiction in the
matter determines that indemnification is not lawful.

At present, the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of the
Company in which indemnification would be required or permitted under the
Charter, the indemnification agreements or Florida law.

TRANSFER AGENT

The Transfer Agent for the Common Stock is .

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, there will be shares of Common
Stock outstanding. All of the shares purchased in the Offering
( shares if the Underwriters' over-allotment option is exercised in
full) will be freely tradeable without registration or other restriction under
the Securities Act, except for any shares purchased by an affiliate of the
Company. All of the remaining shares of Common Stock outstanding (the
"Restricted Shares") may be sold only pursuant to an effective registration
statement filed by the Company or pursuant to an applicable exemption, including
an exemption under Rule 144 under the Securities Act. In this regard,
approximately 1,215,000 shares of the currently outstanding shares of Common
Stock will be eligible for resale pursuant to Rule 144 after one year from the
date of this Prospectus.

In general, Rule 144 provides that if a person (including an affiliate)
holds Restricted Shares (regardless of whether such person is the initial holder
or a subsequent holder of such shares), and if at least one year has elapsed
since the later of the date on which the Restricted Shares were issued and fully
paid for or the date that they were acquired from an affiliate, then such person
is entitled to sell within any three-month period a number of shares that does
not exceed the greater of 1% of the then outstanding shares of Common Stock or
the average weekly trading volume of such stock during the four calendar weeks
preceding the sale. After Restricted Shares are held for two years, a person who
is not deemed an "affiliate" of the Company would be entitled to sell such
shares under Rule 144 without regard to the volume limitations described above.

The holders of 2,060,230 shares of Common Stock and the Warrants to
purchase 16,808 shares of Common Stock have certain rights to require the
Company to register sales of such shares, or shares acquired

53
<PAGE> 55

pursuant to such Warrants, under the Securities Act, subject to certain
restrictions. If, subsequent to the consummation of the Offering, the Company
proposes to register any of its securities under the Securities Act, such
holders are entitled to notice of such registration and to include their shares
in such registration with their expenses borne by the Company, subject to the
right of an underwriter participating in that offering to limit the number of
shares included in such registration. In addition, the holders of 1,632,951
shares of Common Stock and the holders of Warrants to purchase 1,329,166 Shares
of Common Stock have the right to demand, on two occasions, that the Company
file a registration statement covering sales of their respective shares, and the
Company is obligated to pay the expenses of such registrations.

The effect, if any, that future market sales of shares or the availability
of shares for sale will have on the prevailing market prices for the Common
Stock cannot be predicted. Nevertheless, sales of a substantial number of shares
in the public market could adversely affect prevailing market prices for the
Common Stock.

54
<PAGE> 56

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the form
of which is filed as an exhibit to the Registration Statement of which this
Prospectus forms a part, the Company and the Selling Shareholder have agreed to
sell to each of the underwriters named below and each of such underwriters, for
whom Lehman Brothers Inc., Donaldson, Lufkin & Jenrette Securities Corporation
and Montgomery Securities are acting as representatives (the "Representatives"),
has severally agreed to purchase from the Company and the Selling Stockholder,
the respective number of shares of Common Stock set forth opposite its name
below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITERS COMMON STOCK
------------ ------------
<S> <C>
Lehman Brothers Inc. .......................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Montgomery Securities.......................................
---------
Total.............................................
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters to purchase the shares of Common Stock are subject to certain
conditions, and that if any of the foregoing shares of Common Stock are
purchased by the Underwriters pursuant to the Underwriting Agreement, then all
of the shares of Common Stock agreed to be purchased by the Underwriters
pursuant to the Underwriting Agreement must be so purchased.

The Company and the Selling Shareholders have been advised that the
Underwriters propose to offer the shares of Common Stock in part directly to the
public at the public offering price set forth on the cover page of this
Prospectus, and in part to certain dealers (who may include the Underwriters) at
such initial public offering price, less a selling concession not in excess of
$ per share. The Underwriters may allow, and such dealers may reallow,
a concession not in excess of $ per share to certain brokers or
dealers. After the Offering, the public offering price, the concession to
selected dealers and the reallowance may be changed by the Underwriters.

The Company and the Selling Shareholders have granted the Underwriters
options to purchase up to an aggregate of shares and shares
of Common Stock, respectively, at the initial public offering price, less the
aggregate underwriting discounts and commissions shown on the cover page of this
Prospectus, exercisable solely to cover over-allotments, if any. Such options
may be exercised at any time until 30 days after the date of the Underwriting
Agreement. To the extent that either option is exercised, the Underwriters will
be committed, subject to certain conditions, to purchase a number of additional
shares of Common Stock proportionate to such Underwriter's initial commitment as
indicated in the preceding table and the Company and such Selling Shareholders
will be obligated, pursuant to such over-allotment options to sell such shares
of Common Stock to the Underwriters.

The Company has agreed that for a period of 180 days from the date of the
Prospectus, not to, directly or indirectly, offer for sale, sell or otherwise
dispose of (or enter into any transaction or device which is designed to, or
could be expected to, result in the disposition by any person at any time in the
future of) any shares of Common Stock (other than the shares of Common Stock
offered hereby and shares issued pursuant to employee benefit plans, qualified
stock option plans or other employee compensation plans existing on the date
hereof or pursuant to currently outstanding options, warrants or rights), or
sell or grant options, rights or warrants with respect to any shares of Common
Stock (other than the grant of options pursuant to option plans existing on the
date hereof), without the prior written consent of Lehman Brothers Inc. Each
officer and director of the Company and certain other shareholders have agreed
not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or
enter into any transaction or device which is designed to, or could be expected
to, result in the disposition by any person at any time in the future of) any
shares of Common Stock for a period of 180 days from the date of this
Prospectus, without the prior written consent of Lehman Brothers Inc.

55
<PAGE> 57

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price will be determined by negotiation among
the Company and the Representatives of the Underwriters. Among the factors
considered in determining the initial public offering price will be the
historical performance, capital structure, estimates of the business potential
and earnings prospects of the Company, an overall assessment of the Company,
assessment of the Company's management, and the contribution of the above
factors in relation to market valuation of companies in related businesses.

The Common Stock has applied for approval of quotation on the Nasdaq
National Market under the symbol "STFF."

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933 and to contribute, under certain circumstances, to
payments that the Underwriters may be required to make in respect thereof.

If the Underwriters create a short position in the Common Stock in
connection with the Offering, (i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus), the Representatives
may reduce that short position by purchasing Common Stock in the open market.
The Representatives also may elect to reduce any short position by exercising
all or part of the over-allotment option described herein.

The Representatives also may impose a penalty bid on certain Underwriters
and selling group members. This means that if the Representatives purchase
shares of Common Stock in the open market to reduce the Underwriters' short
position or to stabilize the price of the Common Stock, they may reclaim the
amount of the selling concession from the Underwriters and selling group members
who sold those shares as part of the Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of such purchases. The
imposition of a penalty bid may have an effect on the price of a security to the
extent that it were to discourage resales of the security by purchasers in the
offering.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of, or any effect that the
transactions described above may have on, the price of the Common Stock. In
addition, neither the Company nor any of the Underwriters makes any
representation that the Representatives will engage in such transactions or,
once commenced, will not be discontinued without notice.

Any offers in Canada will be made only pursuant to an exemption from the
requirements to file a prospectus in the relevant province of Canada in which
such offer is made.

Purchasers of the Common Stock offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practices of the country
of purchase in addition to the offering price set forth on the cover page
hereof.

The Representatives of the Underwriters have informed the Company and the
Selling Shareholders that the Underwriters do not intend to confirm sales to
accounts to which they exercise discretionary authority.

LEGAL MATTERS

Certain legal matters in connection with the Common Stock being offered
hereby will be passed upon for the Company by Powell, Goldstein, Frazer & Murphy
LLP, Atlanta, Georgia and for the Underwriters by O'Melveny & Myers LLP, Los
Angeles, California.

EXPERTS

The financial statement of Staff Leasing, Inc. and the consolidated
financial statements of Staff Capital, L.P. included in this Prospectus and the
related financial statement schedule included elsewhere in the

56
<PAGE> 58

Registration Statement have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein and elsewhere in the
Registration Statement. These financial statements and financial statement
schedule have been included herein or elsewhere in the Registration Statement in
reliance upon the reports of said firm given upon their authority as experts in
accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement on Form S-1
under the Securities Act with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. Certain items are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is hereby made to the Registration Statement, including
exhibits, schedules and reports filed as part thereof. Statements contained in
this Prospectus as to the contents of any contract or other document referred to
are not necessarily complete, and, in each instance, reference is made to the
copy of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Registration Statement, including the exhibits and schedules
thereto, may be inspected without charge at the principal office of the
Commission in Washington, D.C. and copies of all or any part of which may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington,
D.C. 20549 and at the Commission's Regional Offices located at the Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material may be obtained at prescribed rates by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. In addition, the Company is required to file electronic
versions of these documents with the Commission through the Commission's
Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. The Commission
maintains a World Wide Web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission.

57
<PAGE> 59

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
STAFF LEASING, INC.
Independent Auditors' Report.............................. F-2
Balance Sheet as of February 28, 1997..................... F-3
Notes to Balance Sheet.................................... F-4
STAFF CAPITAL, L.P.
Independent Auditors' Report.............................. F-6
Consolidated Balance Sheets as of December 31, 1995 and
1996................................................... F-7
Consolidated Statements of Operations for the Years Ended
December 31, 1994, 1995, and 1996...................... F-8
Consolidated Statements of Changes in Common Partners'
Capital (Deficit) for the Years Ended December 31,
1994, 1995, and 1996................................... F-9
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1994, 1995, and 1996...................... F-10
Notes to Consolidated Financial Statements................ F-11
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENT
Unaudited Pro Forma Consolidated Balance Sheet as of
December 31, 1996...................................... F-22
Notes to Unaudited Pro Forma Consolidated Balance Sheet... F-24
</TABLE>

F-1
<PAGE> 60

INDEPENDENT AUDITORS' REPORT

Board of Directors
Staff Leasing, Inc.
Bradenton, Florida

We have audited the accompanying balance sheet of Staff Leasing Inc. (the
"Company") as of February 28, 1997. This financial statement is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, such balance sheet presents fairly, in all material
respects, the financial position of Staff Leasing, Inc. at February 28, 1997 in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Stamford, Connecticut
February 28, 1997

F-2
<PAGE> 61

STAFF LEASING, INC.

BALANCE SHEET
AS OF INCEPTION (FEBRUARY 28, 1997)

<TABLE>
<S> <C>
ASSETS
Cash........................................................ $ 1
===
STOCKHOLDERS' EQUITY
Preferred Stock -- authorized 10,000,000 shares of $0.01 par
value each; no shares issued and outstanding.............. --
Common Stock -- authorized 100,000,000 shares of $0.01 par
value each; 100 shares issued and outstanding............. $ 1
---
Total............................................. $ 1
===
</TABLE>

See notes to balance sheet.

F-3
<PAGE> 62

STAFF LEASING, INC.

NOTES TO BALANCE SHEET
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. INCORPORATION

Staff Leasing, Inc. (the "Company") was formed on February 28, 1997, to
facilitate a proposed reorganization (the "Reorganization") of Staff Capital,
L.P. ("Staff Capital"). As part of the Reorganization, the Company intends to
issue approximately 19,198,000 shares of its common stock and warrants to
purchase 1,345,974 shares of its common stock in exchange for outstanding
limited partnerships interests of Staff Capital. In addition, the Company
intends to file a registration statement for the initial underwritten offering
of its common stock (the "Offering"). The Offering is expected to close in the
second quarter of 1997.

2. REORGANIZATION

Staff Acquisition, Inc., a Delaware corporation ("Staff Acquisition"), is
the sole general partner of Staff Capital and of each of the operating limited
partnerships ("OLPs"), all of which are Delaware limited partnerships which
operate the business of Staff Capital. Staff Capital is the sole limited partner
of each of the OLPs. On or prior to consummation of the Offering and as part of
the Reorganization, certain holders of Staff Capital's Class A preferred limited
partnership interests (the "Class A Interests") will convert their interests
into common limited partnership interests, which will be exchanged for shares of
common stock of the Company. Holders of approximately $9,787 of Class A
Interests will exchange such interests for $9,787 of non-convertible preferred
limited partnership interests, which will be repurchased for cash, using part of
the proceeds of the Offering, and warrants to purchase an aggregate of 1,345,974
shares of common stock at an aggregate exercise price of $9,787 ($7.27 per
share). The Chairman and Chief Executive Officer of the Company, who owns all of
the stock of Staff Acquisition, will place such shares into a voting trust as
part of the Reorganization, entitling the Company to vote such shares for the
benefit of the Company. The current partnership structure will remain intact
until the general partner has been allocated income equal to certain net losses
previously allocated to the general partner in accordance with the Amended and
Restated Agreement of Limited Partnership of Staff Capital, L.P. As such, for
Federal income tax purposes the future taxable income generated by the OLPs will
not be allocated to the Company and the Company will not have to pay taxes on
such income until the general partner has been allocated income equal to such
net losses previously allocated. As a part of the Reorganization, the Chairman
and Chief Executive Officer of the Company will enter into a call agreement
which will entitle the Company to acquire the 1.0% ownership interest of Staff
Acquisition in Staff Capital and in each of the OLP's in exchange for 417,900
shares of common stock, which is a number of shares determined based on the same
exchange rate used to determine the number of shares of common stock issued to
holders of common limited partnership interests in the Reorganization.

3. INCENTIVE PLAN

The Company intends to adopt the Staff Leasing, Inc. 1997 Stock Incentive
Plan (the "Incentive Plan"). Awards under the Incentive Plan are determined by
the Compensation Committee of the Board of Directors (the "Committee"). Key
employees, officers, directors and consultants of the Company or an affiliate
are eligible for awards under the Incentive Plan. The Incentive Plan permits the
Committee to make awards of shares of Common Stock, awards of derivative
securities related to the value of the common stock and certain cash awards to
eligible persons. These discretionary awards may be made on an individual basis,
or pursuant to a program approved by the Committee for the benefit of a group of
eligible persons. The Incentive Plan permits the Committee to make awards of a
variety of equity-based incentives, including (but not limited to) stock awards,
options to purchase shares of common stock and to sell shares of common stock
back to the Company, stock appreciation rights, so-called "cash-out" or "limited
stock appreciation rights" (which the Committee may make exercisable in the
event of certain changes in control of the Company or other events), phantom
shares, performance incentive rights, divided equivalent rights and similar
rights (together, "Stock Incentives"). The number of shares of common stock as
to which a Stock Incentive is granted and to whom

F-4
<PAGE> 63

STAFF LEASING, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

any Stock Incentive is granted, and all other terms and conditions of a Stock
Incentive, is determined by the Committee, subject to the provisions of the
Incentive Plan. The terms of particular Stock Incentives may provide that they
terminate, among other reasons, upon the holder's termination of employment or
other status with respect to the Company and any affiliate, upon a specified
date, upon the holder's death or disability, or upon the occurrence of a change
in control of the Company. Stock Incentives may also include exercise,
conversion or settlement rights to a holder's estate or personal representative
in the event of the holder's death or disability. At the Committee's discretion,
Stock Incentives that are held by an employee who suffers a termination of
employment may be cancelled, accelerated, paid or continued, subject to the
terms of the applicable Stock Incentive agreement and to the provisions of the
Incentive Plan. Stock Incentives generally are not transferable or assignable
during a holder's lifetime.

The maximum number of shares of Common Stock with respect to which options
or stock appreciation rights may be granted during any fiscal year of the
Company as to certain eligible recipients shall not exceed 100,000, to the
extent required by Section 162(m) of the Internal Revenue Code for the grant to
qualify as qualified performance-based compensation. The number of shares of
Common Stock reserved for issuance in connection with the grant or settlement of
Stock Incentives or to which a Stock Incentive is subject, as the case may be,
and the exercise price of each option are subject to adjustment in the event of
any recapitalization of the Company or similar event, effected without the
receipt of consideration. In the event of certain corporate reorganizations and
similar events, Stock Incentives may be substituted, canceled, accelerated,
cashed-out or otherwise adjusted by the Committee, provided such adjustment is
not inconsistent with the express terms of the Incentive Plan or the applicable
Stock Incentive Agreement.

F-5
<PAGE> 64

INDEPENDENT AUDITORS' REPORT

To the Partners
Staff Capital, L.P.
Bradenton, Florida

We have audited the accompanying consolidated balance sheets of Staff
Capital, L.P. (a Delaware limited partnership) and subsidiaries as of December
31, 1995 and 1996, and the related consolidated statements of operations,
changes in common partners' capital (deficit) and cash flows for each of the
three years in the period ended December 31, 1996. These consolidated financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Staff Capital, L.P. and
subsidiaries as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Stamford, Connecticut
March 5, 1997

F-6
<PAGE> 65

STAFF CAPITAL, L.P.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 13 $ 12
Accounts receivable -- net of allowance for doubtful
accounts of $784 and $440, respectively................ 26,743 33,956
Other receivables......................................... 1,031 660
Other current assets...................................... 763 770
-------- --------
Total current assets.............................. 28,550 35,398
-------- --------
Property and equipment -- net............................... 13,183 16,812
Goodwill -- net of accumulated amortization of $1,580 and
$2,313, respectively...................................... 13,087 12,358
Other assets -- net of accumulated amortization of $1,038
and $1,762, respectively.................................. 2,112 1,414
-------- --------
Total assets...................................... $ 56,932 $ 65,982
======== ========
LIABILITIES AND COMMON PARTNERS' DEFICIT
Current liabilities:
Current portion of long-term debt......................... 6,287 7,092
Accrued workers' compensation premiums and health loss
reserves............................................... 18,369 13,697
Accrued payroll and payroll taxes......................... 28,886 35,279
Accounts payable and other accrued liabilities............ 8,401 10,113
Customer deposits and prepayments......................... 818 1,396
-------- --------
Total current liabilities......................... 62,761 67,577
-------- --------
Long-term debt.............................................. 25,231 14,354
Other long-term liabilities................................. 850 2,009
Minority interest........................................... 39 47
Commitments and contingencies (see note 6)..................
Redeemable preferred partnership interests.................. 2,000 31,208
Common partners' deficit.................................... (33,949) (49,213)
-------- --------
Total liabilities and common partners' deficit.... $ 56,932 $ 65,982
======== ========
</TABLE>

See notes to consolidated financial statements.

F-7
<PAGE> 66

STAFF CAPITAL, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1994 1995 1996
--------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Revenues................................................ $735,763 $1,091,588 $1,432,131
-------- ---------- ----------
Cost of services:
Salaries, wages and payroll taxes..................... 657,534 975,887 1,283,787
Benefits, workers' compensation, state unemployment
taxes and other costs.............................. 46,194 83,664 88,839
-------- ---------- ----------
Total cost of services........................ 703,728 1,059,551 1,372,626
-------- ---------- ----------
Gross Profit............................................ 32,035 32,037 59,505
-------- ---------- ----------
Operating expenses:
Salaries, wages and commissions....................... 15,537 29,674 37,264
Other general and administrative...................... 6,836 19,420 19,528
Depreciation and amortization......................... 1,307 3,219 3,154
-------- ---------- ----------
Total operating expenses...................... 23,680 52,313 59,946
-------- ---------- ----------
Operating income (loss)................................. 8,355 (20,276) (441)
Interest expense........................................ 3,448 4,764 3,401
Other expenses (income)................................. 95 (98) 23
-------- ---------- ----------
Net income (loss)....................................... $ 4,812 $ (24,942) $ (3,865)
======== ========== ==========
Return on preferred interests........................... $ (164) $ -- $ (1,772)
======== ========== ==========
Net income (loss) attributable to common partnership
interests............................................. $ 4,648 $ (24,942) $ (5,637)
======== ==========
Unaudited pro forma information (Note 12):
Pro forma adjustments................................. --
----------
Pro forma net loss attributable to common
shareholders....................................... $ (5,637)
==========
Pro forma net loss per share attributable to common
shareholders....................................... $ (0.28)
==========
Pro forma weighted average shares outstanding......... 19,892
==========
</TABLE>

See notes to consolidated financial statements.

F-8
<PAGE> 67

STAFF CAPITAL, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON
PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
COMMON
GENERAL LIMITED WARRANT
PARTNER PARTNERS HOLDER TOTAL
-------- -------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance, January 1, 1994 -- net of contribution notes
receivable of $500................................... $ 57 $ 5,044 $ 750 $ 5,851
Partner contribution................................... -- 201 -- 201
Exercise of 7.5% common limited partner warrants....... -- 375 (375) --
Exercise of 6% preferred limited partner warrants...... -- 1 -- 1
Repurchase of 7.5% common limited partner warrants..... -- (7,725) (375) (8,100)
Partner capital distributions, net of partner loan
repayments of $783................................... (100) (9,117) -- (9,217)
Partner tax distributions.............................. (58) (2,499) -- (2,557)
Return on preferred interests.......................... -- (164) -- (164)
Net income............................................. 46 4,766 -- 4,812
-------- -------- ------ --------
Balance, January 1, 1995 -- net of partner contribution
notes receivable of $45.............................. (55) (9,118) -- (9,173)
Partner contributions.................................. -- 99 -- 99
Repurchase of common limited partner interests......... -- (468) -- (468)
Warrants issued in connection with financings to
purchase limited partnership interests............... -- -- 1,080 1,080
Exercise of common limited partnership warrants........ -- 540 (540) --
Partner tax and other distributions.................... -- (545) -- (545)
Net loss............................................... (22,967) (1,975) -- (24,942)
-------- -------- ------ --------
Balance, January 1, 1996 -- net of partner contribution
notes receivable of $326............................. (23,022) (11,467) 540 (33,949)
Partner contributions.................................. 250 -- -- 250
Repurchase of common limited partners' interest and
conversion to Preferred Series B..................... -- (9.811) -- (9,811)
Exercise of common limited partnership warrants........ -- 540 (540) --
Accretion of Preferred Series A........................ -- (170) -- (170)
Return on preferred interests.......................... -- (1,602) -- (1,602)
Other.................................................. (3) (63) -- (66)
Net loss............................................... (39) (3,826) -- (3,865)
-------- -------- ------ --------
Balance at December 31, 1996, net of partner
contribution notes receivable of $371................ $(22,814) $(26,399) $ -- $(49,213)
======== ======== ====== ========
</TABLE>

See notes to consolidated financial statements.

F-9
<PAGE> 68

STAFF CAPITAL, L.P.

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1994 1995 1996
-------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................... $ 4,812 $(24,942) $(3,865)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization expense.................. 1,307 3,219 3,154
Amortization of debt issuance costs.................... 1,798 668 560
Provision for bad debts................................ 221 1,476 651
Other amortization of original issue discount.......... 708 1,080 --
Minority interest...................................... 90 (126) 8
Other.................................................. 173 154 (101)
Changes in assets and liabilities:
Increase in accounts receivable...................... (7,921) (11,413) (7,864)
(Increase) decrease in other receivables............. (1,496) 1,090 371
Increase in other current assets..................... (576) (26) (7)
Increase (decrease) in accrued insurance premiums and
loss reserve...................................... 696 12,969 (4,672)
Increase in accrued payroll and payroll taxes........ 9,004 12,208 6,393
Increase in accounts payable and other accrued
liabilities....................................... 81 8,405 1,712
Increase in long-term obligations.................... -- -- 1,159
Increase in customer deposits and prepayments........ 94 101 578
-------- -------- -------
Net cash provided by (used in) operating
activities...................................... 8,991 4,863 (1,923)
-------- -------- -------
Cash flows from investing activities:
Proceeds from sale of assets.............................. 43 63 18
Capital expenditures...................................... (751) (11,619) (5,923)
Other assets.............................................. (615) -- 34
-------- -------- -------
Net cash used in investing activities............. (1,323) (11,556) (5,871)
-------- -------- -------
Cash flows from financing activities:
Preferred and common partner contributions................ 52 2,099 21,103
Proceeds from sale-leaseback of fixed assets.............. -- 3,439 597
Repurchase of preferred and common partners' interest..... (1,691) (468) (3,177)
Proceeds (repayments) from revolving credit -- net........ 5,800 (3,300) (2,500)
Proceeds from long-term debt.............................. 25,000 -- --
Partner capital and tax distributions..................... (11,774) (545) --
Repurchase of common limited partner warrants............. (8,100) -- --
Repayment of long-term debt............................... (12,000) (1,050) (6,250)
Payments under capital leases............................. -- (786) (1,920)
Debt issuance costs....................................... (1,866) (297) (60)
-------- -------- -------
Net cash (used in) provided by financing
activities...................................... (4,579) (908) 7,793
-------- -------- -------
Net increase (decrease) in cash............................. 3,089 (7,601) (1)
Cash beginning of year...................................... 4,525 7,614 13
-------- -------- -------
Cash end of year............................................ $ 7,614 $ 13 $ 12
======== ======== =======
Supplemental disclosure:
Interest paid............................................... $ 1,091 $ 3,438 $ 3,485
======== ======== =======
</TABLE>

See notes to consolidated financial statements.

F-10
<PAGE> 69

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation -- The accompanying consolidated financial
statements include the accounts of Staff Capital, L.P. ("Staff Capital") and all
of its subsidiaries (collectively, the "Partnerships"). Staff Capital has a 99%
limited partnership interest in each of its consolidated subsidiaries. Staff
Acquisition, Inc., the general partner of Staff Capital, directly owns the
remaining 1% general partnership interest in each of the consolidated
subsidiaries. All significant intercompany balances have been eliminated.

The consolidated financial statements include only those assets,
liabilities and results of operations which relate to the business of the
Partnerships. The consolidated financial statements do not include any assets,
liabilities or operations attributable to the individual partners' activities.

Staff Capital is headquartered in Bradenton, Florida and provides
professional employer services to small to medium-sized businesses in the states
of Florida, Texas and Georgia. Staff Capital, through its subsidiaries, provides
a broad range of services, including payroll administration , risk management,
benefits administration, unemployment services and other human resource
management services to their clients. The Partnerships are paid a service fee to
cover the cost of certain employment related taxes, workers' compensation
insurance coverage and administration and field services, plus a markup to cover
overhead and to provide a profit.

On February 28, 1997, Staff Capital agreed to a reorganization in which the
common limited partners will exchange 100% of their common limited partnership
interests for all of the current outstanding stock of a newly-formed holding
company, Staff Leasing, Inc. (See Note 11). Subsequent to the exchange, Staff
Leasing, Inc. will own the 99% common limited partnership interest in Staff
Capital.

Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Partnerships more significant estimates relate
to the reserve for health benefit claims. Actual results could differ from those
estimates.

Property and Equipment -- Property and equipment are stated at cost.
Depreciation is computed using the straight-line method over the lesser of the
remaining estimated useful lives of the related assets or lease terms, as
follows:

<TABLE>
<CAPTION>
YEARS
------
<S> <C>
Automobiles................................................. 5
Computer hardware and software.............................. 5
Furniture and equipment..................................... 5 to 7
Leasehold improvements...................................... 10
</TABLE>

Goodwill -- Goodwill is being amortized using the straight-line method over
a period of 20 years. The Partnerships continually evaluate the reasonableness
of their amortization for intangibles. In addition, if it becomes probable that
expected future undiscounted cash flows associated with intangible assets are
less than their carrying value, the assets are written down to its fair value.

Impairment of Long-Lived Assets -- In March 1995, Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," ("SFAS No. 121") was
issued. SFAS No. 121 requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. The Partnerships adopted SFAS No. 121 in the first
quarter of 1996 with no material effect on the consolidated financial
statements.

F-11
<PAGE> 70

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Other Assets -- Included in other assets at December 31, 1996 are
organization costs of $612, non-competition covenant costs of $265, and debt
issuance costs of $2,223, (See Note 4). Of the debt issuance costs, $818 was
paid to certain lenders that are also Common Limited Partners of Staff Capital
during 1995. Organization costs are being amortized over a period of five years
using the straight-line method, while debt issuance costs are amortized over the
life of the related debt using the effective interest rate method. Costs related
to non-competition covenants are being amortized over five years which
corresponds to the life of the agreements.

For the years ended December 31, 1994, 1995 and 1996, total amortization of
other assets, including amortization of goodwill of approximately $730 per year,
was $1,965, $1,602 and $1,457, respectively.

Revenue Recognition -- Service revenues are recognized in the period in
which the worksite employee works. The accrual for payroll and payroll taxes
represents the portion of payroll paid subsequent to year end for which the
worksite employee worked prior to year end. Included in accounts receivable at
December 31, 1995 and 1996 were accruals of $22,380 and $23,355, respectively,
representing accrued payroll and payroll taxes plus the normal gross profit
percentage.

Workers' Compensation -- Workers' compensation claims incurred by worksite
employees are fully insured through a guaranteed cost arrangement with Liberty
Mutual.

Health Benefits -- Health benefit claims incurred by worksite employees
under the Partnerships' health minimum premium arrangements are expensed by the
Partnerships as incurred. (See Note 5).

Stock-Based Compensation -- In 1996, the Partnership adopted the provisions
of Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123"). SFAS No. 123 encourages, but does
require companies to record at fair value compensation cost for stock-based
employee compensation plans. The Partnership accounts for equity-based
compensation arrangements under the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and intends to
continue to do so. Accordingly, compensation cost for restricted partnership
equity issued to employees, is measured by the excess, if any, of the fair value
of such restricted interests at the measurement date over the amount an employee
is required to pay or has paid.

Income Taxes -- The Partnerships have operated as limited partnerships
since they were formed on November 5, 1993, and accordingly, have not recorded
any provision or benefit for federal and state income taxes, nor any related
assets or liabilities. The tax effects of the Partnerships' activities accrue to
the individual partners. Prior to the closing of the proposed public offering,
Staff Capital will reorganize its structure to a corporate form, as described in
Note 11.

Statement of Cash Flows -- During 1995 and 1996, Staff Capital entered into
several capital leases. Fixed assets subject to capital leases, having a value
of $2,416 were excluded from the statement of cash flows at December 31, 1995.
During 1996, $2,198 of existing Preferred Limited partnership interests were
converted to Class A Interests and $6,773 of Common Limited partnership
interests were converted to Class B Interests. Cash equivalents are defined as
short-term investments with original maturities of three months or less.

2. THE PARTNERSHIP

General -- Staff Capital was formed on November 5, 1993 for the purpose of
acquiring and operating the assets of Staff Leasing, Inc., Total Employee
Leasing Services, Inc., Staff Insurance, Inc., E.I.F., Inc., Tele-Smart, Inc.
and Staff Leasing of Georgia, Inc. (collectively the "operating subsidiaries")
which were acquired on November 5, 1993. During 1995, E.I.F., L.P. and
Tele-Smart, L.P. were liquidated and their residual net assets were distributed
to a partnership within the consolidated group.

F-12
<PAGE> 71

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

During the year ended December 31, 1994, Staff Capital acquired Florida
Payroll Leasing Services, L.P. (currently known as Staff Leasing V, L.P.). In
addition, during the year ended December 31, 1994, Staff Capital established,
through the acquisition of nonoperating entities, Staff Leasing II, L.P., Staff
Leasing III, L.P., Total Employee Leasing Services of Georgia, L.P. (currently
known as Staff Leasing II of Georgia, L.P.), Staff Leasing of Texas, L.P. and
Staff Leasing of Texas II, L.P. to engage in employee leasing. As of December
31, 1996, only Staff Leasing of Texas L.P., Staff Leasing of Georgia, L.P.,
Staff Leasing II, L.P. and Staff Leasing V, L.P. have commenced operations.

Common Limited Partnership Interests -- The common ownership structure of
Staff Capital is 1% owned by the General Partner -- Staff Acquisition, Inc. and
99% owned by the Common Limited Partners. The General Partner also owns the 1%
general partnership interest in each of the operating subsidiaries. The
percentage ownership by the General Partner of the operating subsidiaries, plus
its share of income and losses allocated thereon, is reflected as minority
interest in the consolidated balance sheets and statements of operations of
Staff Capital.

The General Partner and Common Limited Partners have made capital
contributions in the following amounts (net of contribution notes receivable):

<TABLE>
<CAPTION>
COMMON
GENERAL PARTNER LIMITED PARTNERS
--------------- ----------------
<S> <C> <C>
Aggregate capital contributions through December 31,
1996................................................... $300 $5,468
</TABLE>

The contribution notes receivable consisted of twelve notes in an aggregate
amount of $326 at December 31, 1995 and twenty notes in an aggregate amount of
$371 at December 31, 1996 from Common Limited Partners. Principal under these
notes is due on November 1, 2000. Interest is payable quarterly at rates ranging
from 5.22% to 7.12% per annum.

Redeemable Preferred Partnership Interests

Class B Interests -- On August 31, 1996, certain Common Limited Partners
exchanged a portion of their Common Limited partnership interests for cash and
Class B Interests. Class B Interests earn a fixed return of 5.86% per annum and
are mandatorily redeemable on the earlier of July 1, 1997 or in the event Staff
Capital shall have issued additional securities in an initial public offering.
If the Class B Interests are not so redeemed on the mandatory redemption date,
they shall automatically convert back to Common Limited partnership interests
with the same ownership percentages as if they had never been converted
originally. At December 31, 1996, $6,906 in Class B Interests are outstanding.
Included in this balance is $134 of accrued fixed return earned during the year.
The accrued fixed return has been classified as a reduction of Common Limited
partnership interests with a corresponding increase to Redeemable Preferred
Partnership Interests.

Class A Interests -- On April 26, 1996, Staff Capital issued $21,930 in
Class A Interests. Included in this amount was the conversion of $2,198 of
existing Preferred limited partnership interests. The net cash proceeds amounted
to $17,982 after deducting issuance fees of $1,200 and notes receivable of $550.
In August 1996, Staff Capital sold an additional $3,135 of Class A Interests
before deduction of issuance fees of $60. Approximately $510 of the issuance
fees paid were paid to the General Partner and a Common Limited Partner for
financing services performed.

The Class A Interests were issued in series A-1, A-2 and A-3, and are
mandatorily redeemable on the earlier of March 31, 2001 or an initial public
offering of additional securities. The Class A Interests earn a fixed return of
8% per annum until April 30, 1997, 10% per annum subsequent to April 30, 1997
until April 30, 1998 and 12% per annum thereafter until the mandatory redemption
date. Subsequent to July 31, 1996 and prior to the mandatory redemption date,
any Class A Limited Partner may convert his Class A Interest, in whole or in
part, into a Common Limited partnership interest at such ownership percentage as
defined in the

F-13
<PAGE> 72

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Amended and Restated Agreement of Limited Partnership of Staff Capital, L.P.
dated April 26, 1996 (the "Agreement"). Any accrued and unpaid return as of the
conversion date shall be paid in cash. Additionally, if requested by Staff
Capital, subsequent to the earlier of April 30, 1997 or the date on which Staff
Capital shall be incorporated, holders of at least 25% of the Class A Interests
shall be offered by Staff Capital the opportunity to exchange their Class A
Interests for a new class of Preferred limited partnership interests with
substantially the same terms as the original except that such new Preferred
limited partnership interests shall be non-convertible and include warrants to
acquire Common Limited partnership interests with terms equivalent to the
conversion terms of the original Class A Interests exchanged.

For the year ended December 31, 1996, the Class A Interests earned a
preferred return of $1,270 which is reflected as a reduction of Common Limited
partnership interests with a corresponding increase to Redeemable Preferred
Partnership Interests. Additionally, accretion amounting to $170 was also
charged to the Common Limited partnership interests representing the 1996
amortization of the initial Class A Interests discount related to the $1,260 of
issuance fees. The total discount is being amortized on a straight-line basis
through the mandatory redemption date (March 31, 2001). For presentation
purposes, both the accretion and the preferred return are being reflected as an
increase to net loss to derive the net loss attributable to Common partnership
interests in the consolidated statements of operations.

Contribution notes receivable in an aggregate amount of $585 at December
31, 1996 were due from the Class A Partners. Principal and interest under these
notes is due on March 31, 2001. The interest rate on these notes is variable
based on the Partnerships' borrowing rate and is compounded annually. The rate
at December 31, 1996 was 9.4%.

Tax Distributions -- As set forth in the Agreement, the Partnership is
required to distribute quarterly a cash distribution in an amount sufficient to
enable the Common Partners to discharge their Federal and appropriate state
income tax liabilities arising from the recognition of taxable income and gain
of Staff Capital to the Partners. Each distribution in respect of taxes shall be
allocated in a manner that takes into account the type and amounts of taxable
income and gain to the Partners for the period with respect to which such
distribution is being made. Any other distributions, including the return of
capital, must be made first to the Preferred Limited Partners until the
Preferred Limited Partners' capital contributions and the fixed return amount to
which the Preferred Limited Partners are entitled has been paid in full; and
second, 1% to the General Partner and 99% to the Common Limited Partners to be
allocated among the Common Limited Partners pro rata on the basis of their
participation percentages.

For purposes of allocating income, loss and distributions among the Common
Limited Partners, the warrants issued to the Preferred Limited Partners were
considered to have been exercised. The warrants were exercised during the year
ended December 31, 1994.

Allocations of Net Income and Net Losses -- In accordance with the
Agreement, in the event there is net income it shall first be allocated to the
General Partner to the extent the General Partner has been previously allocated
net losses resulting from capital accounts of the Common Limited Partners being
reduced to zero; second to the Preferred Limited Partners to the extent of any
accrued and undistributed fixed return; and third 1% to the General Partner and
99% to the Common Limited Partners. Net losses, if any, shall generally be
allocated 1% to the General Partner and 99% to the Common Limited Partners until
the capital accounts of such Common Limited Partners have been reduced to zero,
at which time any excess losses shall be allocated 100% to the General Partner.
For the year ended December 31, 1995, the Partnership allocated substantially
all of its losses to the General Partner as a result of the capital accounts of
its Common Limited Partners having been reduced to zero. As of December 31,
1996, the General Partner has been allocated tax losses in excess of the Common
Limited Partners capital accounts of $11,100.

F-14
<PAGE> 73

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

3. PROPERTY AND EQUIPMENT

At December 31, 1995 and 1996, property and equipment (at cost) was
comprised of the following:

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Leasehold improvements...................................... $ 1,144 $ 1,083
Furniture and fixtures...................................... 1,428 1,337
Vehicles.................................................... 343 163
Equipment................................................... 728 562
Computer hardware and software.............................. 12,161 16,746
------- -------
Total property and equipment................................ 15,804 19,891
Less accumulated depreciation............................... (2,621) (3,079)
------- -------
$13,183 $16,812
======= =======
</TABLE>

Included in property and equipment at December 31, 1995 and 1996 were
$5,855 and $6,452, respectively, of computer hardware, software and equipment
under capital leases. Depreciation expense related to such leased assets was
$437 and $1,065 for the years ended December 31, 1995 and 1996, respectively.
For the years ended December 31, 1994, 1995 and 1996 depreciation expense was
$404, $2,285 and $2,257, respectively.

4. LONG TERM DEBT

Effective December 8, 1994, Staff Capital refinanced its credit agreement.
The $38,000 amended and restated credit agreement (the "Credit Agreement")
consisted of a $25,000 term loan and a revolving credit facility of $13,000
(which was reduced to $10,000 effective March 31, 1995). Staff Capital has
available, a $5,000 letter of credit facility which is included in the revolving
credit facility. Borrowings under the Credit Agreement bear interest, at the
borrower's option, at either the base rate, or the Eurodollar rate, plus the
applicable margin as defined in the Credit Agreement. Interest is generally
payable quarterly in arrears unless otherwise specified in the Credit Agreement.
In addition, the Partnership must pay a commitment fee of 0.5% on the unutilized
revolving loan commitment and a commission of 2.5% on the outstanding letter of
credit balance. The notes and any borrowings under the revolver are secured by
substantially all of the assets of Staff Capital and are guaranteed by each of
the subsidiaries. Staff Capital has guaranteed its subsidiaries' performance
under a separate agreement. In addition, the lender has a secured interest in
the assets of Staff Insurance, L.P. and Staff Leasing of Georgia, L.P.

On June 29, 1995, the Credit Agreement was amended and restated for the
purpose of increasing the revolving loan commitment by $3,000 through September
30, 1995 as well as extending out the scheduled principal repayments due under
the term loan. In exchange for this amendment, Staff Capital issued to certain
of the lenders a detachable warrant to purchase a 1% Common Limited partnership
interests which was exercisable at a nominal amount. This warrant was valued at
$1,080 and is reflected in the consolidated statement of operations as original
issue discount amortization which is a component of interest expense. One half
of these warrants were exercised in September 1995. The remainder was exercised
in April 1996. In addition, Staff Capital paid debt issuance costs of $297.

Amounts outstanding under the revolving loan facility are payable to the
extent of any excess of the then aggregate outstanding revolving principal and
outstanding letters of credit, as permitted under the Credit Agreement, over the
total revolving loan commitment. Unless otherwise repaid, all outstanding
principal shall be due and payable on December 8, 1999. Staff Capital maintains
a cash management system whereby available cash balances are utilized to reduce
outstanding borrowings under Staff Capital's revolving loan facility.
Accordingly, Staff Capital does not maintain significant cash balances but has
$10,000 available for

F-15
<PAGE> 74

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

borrowings under the amended revolving loan facility and letter of credit at
December 31, 1996. At December 31, 1996, there was no balance outstanding under
the revolving credit facility.

The Credit Agreement contains, among other terms and conditions, provisions
relating to maintaining specific levels of consolidated net worth and EBITDA (as
defined in the Credit Agreement), maintaining a defined ratio of consolidated
EBITDA to consolidated interest expense and indebtedness, a limitation on
capital expenditures and health care adjustments. At December 31, 1996, Staff
Capital was not in compliance with one of the above covenants of the Credit
Agreement. On March 5, 1997, Staff Capital obtained an amendment to the Credit
Agreement which cured such covenant violation effective December 31, 1996.

In addition to the scheduled debt principal payments, on an annual basis
Staff Capital shall pay additional principal payments in an amount up to 75% of
the excess cash flow, as defined in the Credit Agreement.

In addition to the above, Staff Capital has the right to defer up to
$10,000 of payments to a key vendor. All deferred premiums must be repaid on or
before September 30, 1999.

Staff Capital's debt also consists of $5,069 and $3,746 for the years ended
December 31, 1995 and 1996, respectively, in capital lease obligations. All but
one of the capital leases were entered into during 1995 and primarily represent
leases for computer hardware, software and equipment. Several of the capital
leases entered into were as a result of sale leaseback transactions at cost,
consummated during 1995. One lease was entered into during 1996.

The principal outstanding under the term loan and revolving credit
facility, as well as existing capital leases is payable as follows on December
31, 1996:

<TABLE>
<CAPTION>
TERM NOTES
AND REVOLVER CAPITAL LEASES TOTAL
------------ -------------- -------
<S> <C> <C> <C>
1997................................................ $ 5,000 $ 2,348 $ 7,348
1998................................................ 6,000 1,528 7,528
1999................................................ 6,700 127 6,827
2000................................................ -- 89 89
------- ------- -------
17,700 4,092 21,792
------- ------- -------
Less amounts representing interest.................. -- (346) (346)
Less current portion................................ (5,000) (2,092) (7,092)
------- ------- -------
Long-term debt...................................... $12,700 $ 1,654 $14,354
======= ======= =======
</TABLE>

The effective interest rate on borrowings and capital lease obligations
approximated 12.4% and 9.9% for the years ended December 31, 1995 and 1996,
respectively, exclusive of debt issuance cost amortization. The carrying amount
of the Partnership's long-term debt approximates fair value.

5. HEALTH BENEFITS

The Partnerships currently provide health benefits to those worksite
employees electing coverage. In October 1994, the Partnerships conducted an
open-enrollment in order to increase participation in its health benefit plan.
During 1995, the Partnerships incurred significantly higher claims under this
plan than projected. The effect of the above plus charges incurred for
consultants and vendors in connection with the 1995 health benefit plan was an
expense of $20,600, of which $10,500 was accrued at December 31, 1995. The
Partnerships took corrective actions in 1995 and 1996.

During 1996, the Partnerships increased premiums charged to the worksite
employees for health benefits and redesigned its benefit offerings to help
reduce the level of subsidies experienced during 1995. For the year ended
December 31, 1996, the Partnerships recorded a health benefit plan subsidy of
$10,100, of which $8,900

F-16
<PAGE> 75

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

was accrued at December 31, 1996. $1,000 of the amount accrued at December 31,
1996 has been classified as long-term due to the expected period the ultimate
payments will be made.

Health benefit claims incurred by worksite employees under the
Partnerships' PPO health benefit arrangements are expensed as incurred. The
Partnerships' ultimate liability for its PPO health benefit claims is capped at
a factor based on premiums as set forth in the Partnerships' minimum premium
agreement with their health insurance carrier, with stop loss coverage provided
at 125% of projected claims in the 1996 plan year. The Partnerships' HMO
liability is equal to its premium. The Partnerships' worksite employees whom
elect coverage are fully insured relative to their health benefits subject to
the terms of coverage under the health benefit plans. Certain year-end
liabilities for accrued insurance premiums and health benefit loss reserves were
based upon actuarial estimates of claims incurred under the health plans at
December 31, 1995 and 1996, but not reported. The actual ultimate liability may
differ from these actuarial estimates.

6. COMMITMENTS AND CONTINGENCIES

Operating Leases -- The Partnerships occupy office facilities and lease
office equipment under operating leases which expire in various years through
2005. Lease expense was $926, $1,887 and $2,602 for the years ending December
31, 1994, 1995 and 1996, respectively. During 1996, approximately $430,000 of
lease expense related to certain automobile leases were paid to an entity owned
by a Common Limited Partner.

Future minimum payments under noncancellable operating leases as of
December 31, 1996 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, AMOUNT
------------ -------
<S> <C>
1997..................................................... $ 2,282
1998..................................................... 1,951
1999..................................................... 1,745
2000..................................................... 1,634
2001..................................................... 1,500
Thereafter............................................... 5,935
-------
$15,047
=======
</TABLE>

Staff Capital has entered into a five-year employment contract with a
limited partner which requires annual payments of $362. There are two years
remaining under this commitment.

The Partnerships are party to certain pending claims which have arisen in
the normal course of business, none of which, in the opinion of management, are
expected to have a material adverse effect on the consolidated financial
position or results of operations if adversely resolved.

The Partnerships' employer and health care operations are subject to
numerous federal, state and local laws related to employment, taxes and benefit
plan matters. Generally, these regulations affect all companies in the U.S.
However, the regulatory environment for professional employer organizations
("PEOs") is an evolving area due to uncertainties resulting from the
non-traditional employment relationships. Many federal and state laws relating
to tax and employment matters were enacted prior to the development of PEOs and
do not specifically address the obligations and responsibilities of these
co-employer relationships. If the IRS concludes that PEOs, are not "employers"
of certain worksite employees for purposes of the Internal Revenue Code of 1986,
as amended (the "Code"), the tax qualified status of the Partnerships' 401(k)
retirement plan as in effect prior to April 1, 1997 could be revoked, its
cafeteria plan may lose its favorable tax status and the Partnerships' may no
longer be able to assume the client's Federal employment tax withholding
obligations.

F-17
<PAGE> 76

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Any adverse developments in the above noted areas could have a material effect
on the Partnerships' financial condition and future results of operations.

7. MANAGEMENT AGREEMENT

Staff Capital has entered into a management agreement with certain limited
partners of Staff Capital whereby they have agreed to provide management support
and financial services with respect to the operation and management of Staff
Capital. The agreement required an annual fee in the amount of $300, $300 and
$400 for the years ended December 31, 1994, 1995 and 1996, respectively. In
conjunction with the Reorganization, (See Note 11) the management agreement will
be terminated.

8. RETIREMENT PLAN

The Partnerships currently offer a defined contribution 401(k) retirement
plan to its internal employees as well as its external worksite employees. The
Partnerships do not match any portion of such employees' elective contributions.
Effective April 1, 1997, the Partnerships will offer a new 401(k) plan to its
employees which will be designed to be a "multiple employer" plan under the
Internal Revenue Code -- Section 413(c). This new plan will enable
employee-owners, as well as highly compensated internal and external employees
of the Partnerships to participate. Such persons were excluded from the existing
401(k) plan to avoid issues of discrimination in favor of highly-compensated
employees.

9. GEOGRAPHIC MARKET CONCENTRATION AND DEPENDENCE ON KEY VENDORS

Geographic Market Concentration. Staff Capital has offices in three states
and worksite employees in 39 states. Staff Capital's Florida operations
accounted for 95%, 91% and 82% of the Partnerships' total worksite employee
salaries and wages in 1994, 1995 and 1996, respectively. As a result of the size
of Staff Capital's base of worksite employees in Florida and continued growth
from its Florida operations, Staff Capital's profitability over the next several
years is expected to be largely dependent on economic and regulatory conditions
in Florida. Any adverse change in either of these conditions could have a
material adverse effect on Staff Capital's profitability and growth prospects.

Dependence on Key Vendors. The maintenance of health insurance plans that
cover worksite employees is a significant part of Staff Capital's business. The
current health contracts are provided by vendors with whom Staff Capital has
recently established relationships, on terms that Staff Capital believes to be
favorable. While Staff Capital believes that replacement contracts could be
obtained on competitive terms with other carriers, such replacement could cause
a significant disruption to Staff Capital's business resulting in increased
client attrition and general dissatisfaction with Staff Capital's service
offering. This, in turn, could have a material adverse effect on Staff Capital's
future results of operations or financial condition.

Staff Capital's workers' compensation policy provided by its current
vendor, Liberty Mutual Insurance Company, was initially issued in March 1994 and
its renewal term does not expire until December 31, 1999. In the event Staff
Capital is unable to renew or replace such policy on the same or more favorable
terms, such failure could have a material adverse effect on Staff Capital's
future results of operations or financial condition.

10. RESTRICTED PARTNERSHIP EQUITY PLAN

Certain members of Staff Capital's management have purchased common limited
partnership equity at prices based upon a formula derived from the original
acquisition price of the Partnerships in November, 1993. Prior to July 1995, the
sale of such common limited partnership equity interests were restricted to
Staff Capital and were not freely transferable. The sales price that Staff
Capital would pay, if repurchased, was

F-18
<PAGE> 77

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

based upon the same formula used to derive the original purchase price. In July,
1995 Staff Capital enacted a vesting schedule whereby the above-noted
restrictions would lapse over a four year vesting period commencing with the
first anniversary subsequent to the date of purchase. Accordingly, Staff Capital
obtained appraisals in order to derive estimated fair values of the purchased
common limited partnership equity interests then owned as of July 1995 and
subsequently purchased and recorded deferred compensation expense to the extent
that the estimated fair values exceeded the purchase prices. Deferred
compensation is being amortized on a straight-line basis over the vesting
period. Compensation expense recorded for the year ending December 31, 1996 was
approximately $16. Deferred compensation at December 31, 1996 was approximately
$296.

As of December 31, 1996, a total of 12.3% of the outstanding Common Limited
partnership interests in Staff Capital has been issued to employees under the
restricted partnership interest plan.

11. REORGANIZATION AND INITIAL PUBLIC OFFERING

Staff Leasing, Inc. ("Staff Leasing") was formed on February 28, 1997 to
facilitate a proposed reorganization (the "Reorganization") of Staff Capital. As
part of the Reorganization, Staff Capital's Common Limited Partners will
exchange their Limited Partnership Interests for all of the outstanding common
stock of Staff Leasing. Subsequent to the Reorganization, Staff Leasing intends
to file a registration statement for the initial public offering of its common
stock.

On or prior to consummation of the Offering and as part of the
Reorganization certain holders of Staff Capital's Class A Interests will convert
their interests into common limited partnership interests, which will be
exchanged for shares of common stock of Staff Leasing. Holders of approximately
$9,787 of Class A Interests will exchange such interests for $9,787 of
non-convertible preferred limited partnership interests, which will be
repurchased for cash, using part of the proceeds of the Offering, and warrants
to purchase an aggregate of 1,345,947 shares of common stock at an aggregate
exercise price of $9,787 ($7.27 per share). The Chairman and Chief Executive
Officer of the Company, who owns all of the stock of Staff Acquisition, will
place such shares into a voting trust, as part of the Reorganization, entitling
the Company to vote such shares for the benefit of the Company. The current
partnership structure will remain intact until the general partner has been
allocated income equal to certain net losses previously allocated to the general
partner in accordance with the Amended and Restated Agreement of Limited
Partnership of Staff Capital, L.P. As such, for Federal income tax purposes the
future taxable income generated by the OLPs will not be allocated to the Company
and the Company will not have to pay taxes on such income until the general
partner has been allocated income equal to such net losses previously allocated.
As a part of the Reorganization, the Chairman and CEO of the Company will enter
into a call agreement which will entitle the Company to acquire the 1.0%
ownership interest of Staff Acquisition in Staff Capital and in each of the
OLP's in exchange for 417,900 shares of common stock, which is a number of
shares determined based on the same exchange rate used to determine the number
of shares of common stock issued to holders of common limited partnership
interests in the Reorganization.

12. UNAUDITED PRO FORMA INFORMATION:

Statements of Operations. Prior to the closing of the proposed public
offering, Staff Capital will change its structure to a corporate form, as
described in Note 11. The objective of the pro forma information is to show what
the effects on historical financial statements might have been for the year
ended December 31, 1996 had the Partnerships operated in a corporate form. The
pro forma adjustment reflects the tax benefit for state and federal income taxes
based upon an estimated effective rate of 39%, as if the Company were subject to
such taxes. A 100% valuation allowance has been recorded, based on the
Partnerships' insufficient levels of taxable income available to recognize
benefits of the net operating loss carryforwards.

F-19
<PAGE> 78

STAFF CAPITAL, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Net Loss Per Share Attributable to Common Shareholders. Pro forma net loss
per share attributable to common shareholders is based on the weighted average
number of shares outstanding using the treasury stock method. Pursuant to the
rules of the Securities and Exchange Commission, all warrants granted at a price
less than the initial public offering price during the twelve months preceding
the Offering date have been included as common stock equivalents in the
calculation of weighted average shares outstanding for the period presented.

F-20
<PAGE> 79

STAFF LEASING, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

The following pro forma consolidated financial information sets forth
historical information which has been adjusted to reflect a recapitalization
(the "Recapitalization") which includes, among other things, (i) certain
transactions associated with the conversion of the Company into a corporate form
(the "Incorporation"), (ii) the issuance by the Company of shares of
Common Stock at an assumed offering price of $ per share in an initial
public offering, net of related fees and expenses, (iii) the application of the
net proceeds to repay the outstanding term notes and revolver of $17,700 (iv)
the application of the net proceeds to repay the outstanding capital lease
obligations of $3,746 (v) the application of the net proceeds to repay certain
of the outstanding Preferred Series A and B limited partnership interests.

Non-recurring expenses for the year ended December 31, 1996 for (i) the
write-off of $957 in unamortized deferred financing costs associated with the
repayment of the term notes and revolver which are expected to be repaid with
the proceeds of the offering, (ii) the write-off of $224 in unamortized
organization costs associated with the reorganization of the structure of the
limited partnerships and (iii) $1,090 of accelerated accretion associated with
the early redemption of certain of the Preferred Series A interests have been
reflected in the Unaudited Pro Forma Consolidated Balance Sheet.

The Unaudited Pro Forma Consolidated Balance Sheet assumes the
Recapitalization took place on the date presented. See "Notes to Unaudited Pro
Forma Consolidated Balance Sheet" The pro forma information is based on certain
assumptions and estimates that management believes are reasonable in the
circumstances and does not purport to be indicative of the results which
actually would have been attained had the above transaction occurred as of the
date indicated. This information should be read in conjunction with the
Company's consolidated financial statements and related notes included elsewhere
in this prospectus.

F-21
<PAGE> 80

STAFF LEASING, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
<TABLE>
<CAPTION>
STAFF
STAFF STAFF OTHER RECAPITALIZATION LEASING INC.
CAPITAL INCORPORATION PRO LEASING INC. PRO FORMA PRO FORMA
L.P. FORMA ADJUSTMENTS PRO FORMA ADJUSTMENTS (AS ADJUSTED)
------- ----------------- ------------ ---------------------- -------------
DR CR DR CR

(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash................ $ 12 $ 12 $ (5) $
Accounts
receivable -- net
of allowance for
doubtful accounts
of $440........... 33,956 33,956 33,956
Other receivables..... 660 660 660
Other current
assets.............. 770 770 770
------- ------- --------
Total current
assets..... 35,398 35,398
------- ------- --------
Property and
equipment --........ 16,812 16,812 16,812
Goodwill -- net....... 12,358 12,358 12,358
Other assets -- net... 1,414 224(1) 1,190 957(6) 233
------- ------ ------- --------
Total
assets..... $65,982 $65,758 $
======= ======= ========
LIABILITIES AND OWNERSHIP EQUITY
Current liabilities:
Current portion of
long-term debt.... $ 7,092 $ 7,092 $ 7,092 (5) $ 0
Accrued workers'
compensation
premiums and
health loss
reserves.......... 13,697 13,697 13,697
Accrued payroll and
payroll taxes..... 35,279 35,279 35,279
Accounts payable and
other accrued
liabilities....... 10,113 10,113 10,113
Customer deposits
and prepayments... 1,396 1,396 1,396
------- ------- --------
Total current
liabilities... 67,577 67,577 60,485
------- ------- --------
Long-term debt........ 14,354 14,354 14,354 (5) --
Long-term
obligations......... 2,009 2,009 2,009
Minority interest..... 47 47 (2) 0 --
Redeemable preferred
stock............... 17,715(3) 17,715 17,715 (5)(6) --
Redeemable preferred
partnership
interests........... 31,208 31,208 (3) -- --
</TABLE>

F-22
<PAGE> 81

STAFF LEASING, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET -- (CONTINUED)
<TABLE>
<CAPTION>
STAFF
STAFF STAFF OTHER RECAPITALIZATION LEASING INC.
CAPITAL INCORPORATION PRO LEASING INC. PRO FORMA PRO FORMA
L.P. FORMA ADJUSTMENTS PRO FORMA ADJUSTMENTS (AS ADJUSTED)
------- ----------------- ------------ ---------------------- -------------
DR CR DR CR
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
OWNERSHIP EQUITY
Common partners'
deficit:
Limited partners'
interests......... (26,399) 26,399(4) -- --
General partner
interest.......... (22,814) 22,814(4) -- --
------- ------- --------
Total Common
partners'
interests... (49,213) -- --
Stockholders' equity:
Common stock and
paid-in-capital... 11,613 14,078(4) 2,465 (5)(6)
Stockholder notes
receivable........ 956 (4) (956) (956)
Accumulated
deficit........... 37,406 (1)(2)(4) (37,406) 2,047 (5)(6) (39,453)
------- ------- --------
Total
stockholders'
equity
(deficit)... 0 (35,897)
------- ------- --------
Total
ownership
equity..... (49,213) (35,897)
------- ------- --------
Total...... $65,982 $65,758 $
======= ======= ========
</TABLE>

F-23
<PAGE> 82

STAFF LEASING INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

PRO FORMA CONSOLIDATED BALANCE SHEET

(1) Adjustment to record the write-off of unamortized organization costs in
conjunction with reorganization of the Partnership.

(2) Adjustment to minority interest to reflect the incorporated structure
of the Company.

(3) Adjustment to reflect the conversion of Preferred Series B and certain
of the Preferred Series A limited partnership interests to Preferred
Stock as part of the incorporation as well as the conversion of the
remaining Preferred Series A limited partnership interests to common
stock of the newly formed corporation.

(4) Adjustment to reflect the exchange of common limited partnership
interests for common stock as part of the incorporation.

(5) Adjustment to give effect to the use of proceeds from the issuance of
shares of common stock at an issuance price of $ per share
being offered by the Company to fund the payment of (i) the outstanding
term notes and revolver, (ii) the outstanding capital lease obligations
and (iii) the redeemable preferred stock which was carried over as a
payment obligation to the incorporated Company. Expenses associated with
the Offering are estimated to be $ .

(6) Adjustment to record the write-off of unamortized debt issuance costs
associated with the repayment of the term notes and revolver with the
net proceeds from the Offering ($957) and record the accelerated
accretion on the redemption of the redeemable preferred stock ($1,090).

F-24
<PAGE> 83

======================================================

NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED IN
CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN SO
AUTHORIZED BY THE COMPANY, ANY SELLING SHAREHOLDER OR ANY OF THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OFFERED OTHER THAN THE SHARES OF COMMON STOCK TO
WHICH IT RELATES OR AN OFFER TO, OR SOLICITATION OF, ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Summary Consolidated Financial and
Operating Data...................... 7
Risk Factors.......................... 9
Use of Proceeds....................... 15
Dividend Policy....................... 16
Capitalization........................ 16
Dilution.............................. 17
Selected Financial Data............... 18
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 20
Business.............................. 29
Industry Regulation................... 39
Management............................ 43
Principal and Selling Shareholders.... 48
Certain Transactions.................. 50
Description of Capital Stock.......... 51
Shares Eligible for Future Sale....... 53
Underwriting.......................... 55
Legal Matters......................... 56
Experts............................... 56
Additional Information................ 57
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>

---------------------------
UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS REQUIREMENT IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
======================================================
======================================================

[LOGO]

STAFF LEASING, INC.

COMMON STOCK
---------------------------

PROSPECTUS
, 1997

---------------------------
LEHMAN BROTHERS
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MONTGOMERY SECURITIES

======================================================
<PAGE> 84

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the estimated expenses, other than underwriting discounts
and commissions, to be borne by the Company in connection with the issuance and
distribution of the Common Stock being registered:

<TABLE>
<CAPTION>
ITEM AMOUNT
- ---- -------
<S> <C>
Securities and Exchange Commission registration fee......... $25,091
NASD filing fee............................................. 8,780
Nasdaq National Market listing fee.......................... *
Blue Sky fees and expenses.................................. *
Printing and engraving expenses............................. *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Transfer Agent and Registrar fee............................ *
Miscellaneous............................................... *
-------
Total............................................. $ *
=======
</TABLE>

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

* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

II-1
<PAGE> 85

Reference is made to the Underwriting Agreement filed as Exhibit 1 to this
Registration Statement, which contains provisions pursuant to which each
Underwriter agrees to indemnify the Company, each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act, each
director of the Company and each officer of the Company who signs this
Registration Statement against losses, liabilities, and reasonable expenses,
including attorneys' fees, arising out of claims under the Securities Act based
upon material misstatements or omissions of material facts in any Preliminary
Prospectus, the Prospectus, or this Registration Statement, but only to the
extent that such misstatement or omission was made in any Preliminary
Prospectus, the Prospectus, or this Registration Statement in reliance upon and
in conformity with written information furnished to the Company by the
Underwriters expressly for use therein.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, enforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, office or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company undertakes, unless in the opinion of its counsel the
matter has been settled by controlling precedent, to submit to a court of
appropriate jurisdiction the question whether such indemnification by its is
against public policy as expressed in the Act and agrees to be governed by the
final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the last three years, Staff Capital, L.P. ("Staff Capital") sold
limited partnership interests, consisting either of common limited partnership
interests ("Common Interests") or preferred limited partnership interests
("Class A Interests") (and in one case, a warrant to purchase Class A Interests)
for consideration consisting either of cash or promissory notes (and with
respect to warrants sold to certain lenders in consideration of the lenders'
financing of Staff Capital). These transactions are summarized in the table
below. No underwriters were involved in any of these transactions. Staff Capital
relied upon the exemption provided by Section 4(2) of the Securities Act of 1933
(the "1933 Act") from the registration provisions of the 1933 Act. Each of the
securities issued was restricted as to transfer and the purchasers acquired such
securities for investment and not with a view to the distribution thereof.

<TABLE>
<CAPTION>
SECURITIES SOLD CONSIDERATION RECEIVED
------------------- ------------------------
COMMON CLASS A CASH PROMISSORY TYPE OF
DATE OF SALE PURCHASER INTEREST INTEREST PAYMENT NOTES TRANSACTION
- ------------ --------- -------- -------- ----------- ---------- -----------
<C> <S> <C> <C> <C> <C> <C>
3/31/94 Elliot Ross.................... 0.20 % $ 14,292 (4)
3/31/94 Harry LeTourneau............... 3.90 $285,840 (1)
7/31/94 Nolan Ryan..................... 0.20 19,339 (4)
7/31/94 Donald Sanders................. 0.10 9,670 (6)
8/16/94 Jules Kortenhorst.............. 1.95 202,588 (1)
1/1/95 John Panning................... 1.50 95,227 (1)
1/1/95 Banque Paribas................. 0.25 15,871 (5)
6/1/95 James Manning.................. 1.00 63,480 (1)
6/1/95 Anthony Danon.................. 0.10 6,348 (1)
6/1/95 Chris Weeks.................... 0.10 6,348 (1)
6/1/95 John Whitney, Jr............... 0.63 39,678 (1)
6/1/95 Joyce Lohse.................... 0.1 6,348 (1)
7/1/95 Richard Goldman................ 1.0 63,469 (1)
7/1/95 Banque Paribas................. 0.5 100 (3)
7/1/95 Pilgrim Prime Rate Trust....... 0.5 100 (3)
8/1/95 Susan Dupper................... 0.1 6,904 (1)
8/1/95 Greg Surles.................... 0.1 6,904 (1)
8/1/95 James Manning.................. 1.0 69,040 (1)
</TABLE>

II-2
<PAGE> 86
<TABLE>
<CAPTION>
SECURITIES SOLD CONSIDERATION RECEIVED
------------------- ------------------------
COMMON CLASS A CASH PROMISSORY TYPE OF
DATE OF SALE PURCHASER INTEREST INTEREST PAYMENT NOTES TRANSACTION
- ------------ --------- -------- -------- ----------- ---------- -----------
<C> <S> <C> <C> <C> <C> <C>
1/1/96 Kim Rutledge................... 0.05 3,452 (1)
1/1/96 Jayne Hill..................... 0.05 3,452 (1)
1/1/96 Joseph Gulash.................. 0.05 3,452 (1)
1/1/96 John Hefferon.................. 0.05 3,452 (1)
1/15/96 John Bilchak................... 0.28 18,986 (1)
4/1/96 Howard Kinchelow............... 0.05 3,452 (1)
4/16/96 Various........................ 14.6114 21,160,826 549,625 (2)
8/30/96 Various........................ 1.9786 3,000,000 (2)
8/31/96 Genevieve Sullivan............. 0.05 3,452 (1)
8/31/96 Richard Bibler................. 0.05 3,452 (1)
12/31/96 John Bilchak................... 0.15 10,356 (1)
12/31/96 John Panning................... 0.15 10,356 (1)
12/31/96 Richard Goldman................ 0.15 10,356 (1)
1/30/97 Various........................ 0.2434 370,000 (2)
1/31/97 Kelly Marshal.................. 0.05 3,452 (1)
1/31/97 Thomas Shehan.................. 0.05 3,452 (1)
1/31/97 Joyce Lillis McGill............ 0.50 34,520 (1)
1/31/97 John Geis...................... 0.05 3,452 (1)
</TABLE>

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

(1) These sales were to management employees as a part of the Restricted Equity
Plan (See "Management Executive Compensation").
(2) The sale of the Class A Interests was primarily to the existing holders of
Common Interests. Other purchasers were third party investors.
(3) These securities consisted of warrants to purchase Common Interests and were
issued as a part of the June 1995 refinancing. The exercise price for each
warrant was the $100.
(4) These Common Interests were issued to new members of the Board of Directors
of the Company or its affiliates, in conjunction with their election to
such Boards.
(5) These Common Interests were issued in conjunction with the December 1994
refinancing.
(6) Third party investor.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement.*
3.1 -- Articles of Incorporation of Staff Leasing, Inc.
3.2 -- Bylaws of Staff Leasing, Inc.
4.1 -- Specimen Common Stock certificate.*
4.2 -- See Exhibits 3.1 and 3.2 for the provisions of Staff
Leasing, Inc.'s Articles of Incorporation and Bylaws
governing the rights of holders of securities of Staff
Leasing, Inc.
4.3 -- Form of proposed Agreement and Plan of Merger by and among
SLI Transitory, L.P., Staff Capital, L.P. and Staff Leasing,
Inc.
4.4 -- Proposed form of Warrant to be issued to certain former
holders of Class A Limited Partnership Interests in Staff
Capital, L.P.
5.1 -- Opinion of Powell, Goldstein, Frazer & Murphy LLP.*
10.1 -- 1997 Stock Incentive Plan of Staff Leasing, Inc.
</TABLE>

II-3
<PAGE> 87
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.2 -- Form of Indemnification Agreement dated March 3, 1997,
between Staff Leasing, Inc. and each of its directors and
executive officers.
10.3 -- Form of Executive Agreement between Staff Leasing, Inc. and
its executive officers.
10.4 -- Form of proposed Voting Trust Agreement by and between
Charles S. Craig and Staff Leasing, Inc., together with
related Voting Trust Certificate.
10.5 -- Form of proposed Option to Purchase Agreement by and between
Charles S. Craig and Staff Leasing, Inc., relating to
outstanding capital stock of Staff Acquisition, Inc.
10.6 -- Amended and Restated Credit Agreement among Staff
Acquisition, Inc., Staff Capital, L.P., various banks and
Banque Paribas, as Agent, dated as of November 5, 1993 and
Amended and Restated as of December 8, 1994, together with
First Amendment thereto dated as of June 29, 1995, Second
Amendment thereto dated as of April 26, 1996, Third
Amendment thereto dated as of August 31, 1996, Fourth
Amendment thereto dated as of November 30, 1996, and Fifth
Amendment thereto dated as of March 5, 1997.
10.7 -- Agreement of Lease dated March 27, 1995 between Quixotic
Investment Holdings, Inc. (Landlord) and the Company for
premises located at 600 301 Boulevard West, Suite 201,
Bradenton, Florida 34205.
10.8 -- Workers' Compensation and Employers' Liability Policy issued
by Liberty Mutual Insurance Company to Staff Leasing,
effective January 1, 1997.*
10.9 -- 1993 Restricted Equity Plan, as Amended and Restated.
10.10 -- Employment Agreement dated as of November 5, 1993 between
Staff Leasing, L.P. and William J. Mullis.
21.1 -- List of Subsidiaries of the Registrant.
23.1 -- Consent of Powell, Goldstein, Frazer & Murphy LLP (to be
included in its opinion to be filed as Exhibit 5.1).
23.2 -- Consent of Deloitte & Touche LLP.
24.1 -- Power of Attorney (included in the signature page in Part II
of this Registration Statement).
27.1 -- Financial Data Schedule (for SEC use only).
</TABLE>

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

* To be filed by amendment.

(b) Financial Statement Schedules:

The financial statement schedule for which provision is made in the
applicable accounting regulations of the Commission is included on Page S-1
hereof.

ITEM 17. UNDERTAKINGS

The Company hereby undertakes to provide to the Underwriters at the closing
specified in the underwriting agreement, certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

II-4
<PAGE> 88

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 89

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Bradenton, State of
Florida on the 6th day of March, 1997.

STAFF LEASING, INC.

By: /s/ CHARLES S. CRAIG
------------------------------------
Charles S. Craig
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
CHARLES S. CRAIG and RICHARD A. GOLDMAN as their true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, to sign any related registration
statement filed pursuant to Rule 462(b) of the Securities Act, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, and hereby grants to such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ CHARLES S. CRAIG Chairman of the Board and Chief March 6, 1997
- ----------------------------------------------------- Executive Officer
Charles S. Craig

/s/ JOHN E. PANNING Chief Financial Officer March 6, 1997
- ----------------------------------------------------- (principal financial and
John E. Panning accounting officer)

/s/ GEORGE B. BEITZEL Director March 6, 1997
- -----------------------------------------------------
George B. Beitzel

/s/ RONALD V. DAVIS Director March 6, 1997
- -----------------------------------------------------
Ronald V. Davis

/s/ MELVIN R. LAIRD Director March 6, 1997
- -----------------------------------------------------
Melvin R. Laird
</TABLE>

II-6
<PAGE> 90
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JAMES F. MANNING Director March 6, 1997
- -----------------------------------------------------
James F. Manning

/s/ WILLIAM J. MULLIS Director March 6, 1997
- -----------------------------------------------------
William J. Mullis

/s/ ELLIOT B. ROSS Director March 6, 1997
- -----------------------------------------------------
Elliot B. Ross

/s/ DAVID T. K. SARDA Director March 6, 1997
- -----------------------------------------------------
David T. K. Sarda
</TABLE>

II-7
<PAGE> 91

INDEPENDENT AUDITORS' REPORT

To the Partners
Staff Capital, L.P.
Bradenton, Florida

We have audited the consolidated financial statements of Staff Capital,
L.P. (a Delaware limited partnership) and subsidiaries as of December 31, 1995
and 1996, and for each of the three years in the period ended December 31, 1996
and have issued our report thereon, dated March 5, 1997 (included elsewhere in
this Registration Statement). Our audits also included the financial statement
schedule listed in Item 16(c) of Part II of this Registration Statement. This
financial statement schedule is the responsibility of management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects the information set forth therein.

Deloitte & Touche LLP

Stamford, CT
March 5, 1997

S-1
<PAGE> 92

STAFF CAPITAL, L.P. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
SCHEDULE II (REG 210.12-09)

<TABLE>
<CAPTION>
ADDITIONS
---------------- DEDUCTIONS
BALANCE AT CHARGED TO ---------------
BEGINNING OF COSTS WRITE-OFFS, NET BALANCE AT
PERIOD AND EXPENSES OF RECOVERIES END OF PERIOD
------------ ---------------- --------------- -------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
Description
Year ended December 31, 1996
Allowance for Doubtful Accounts.......... $784 $ 651 $995 $440
==== ======= ==== ====
Year ended December 31, 1995
Allowance for Doubtful Accounts.......... $302 $1,476 $994 $784
==== ======= ==== ====
Year ended December 31, 1994
Allowance for Doubtful Accounts.......... $342 $ 221 $261 $302
==== ======= ==== ====
</TABLE>

S-2

<PAGE> 1
EXHIBIT 3.1

ARTICLES OF INCORPORATION
OF
STAFF LEASING, INC.

STAFF LEASING, INC. (the "Corporation") is a corporation duly organized
and existing under the Florida Business Corporation Act (the "Florida Act") and
does hereby certify as follows:

ARTICLE I. NAME

The name of the corporation is Staff Leasing, Inc.

ARTICLE II. PRINCIPAL OFFICE

The principal office of the Corporation in the State of Florida is
located at 600 301 Boulevard West, Suite 202, Bradenton, Florida 34205.

ARTICLE III. INITIAL REGISTERED OFFICE

The street address of the initial registered office of the Corporation
is 600 301 Boulevard West, Suite 202, Bradenton, Florida 34205. The name of the
registered agent of the Corporation at said registered office is John E.
Panning.

The written acceptance of said registered agent, as required by the
provisions of Section 607.0501(3) of the Florida Act, is set forth following the
signature of the Incorporator and is made a part of these Articles of
Incorporation.

ARTICLE IV. INCORPORATOR

The name and address of the Incorporator is G. William Speer, c/o
Powell, Goldstein, Frazer & Murphy LLP, Sixteenth Floor, 191 Peachtree Street,
N.E., Atlanta, Georgia 30303.

ARTICLE V. PURPOSE

The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the Florida
Act.

<PAGE> 2

ARTICLE VI. CAPITAL STOCK

The total number of shares of capital stock which the Corporation is
authorized to issue is 110,000,000, divided into two classes as follows:

(1) 100,000,000 shares of common stock, $.01 par value per
share ("Common Stock"); and

(2) 10,000,000 shares of preferred stock, $.01 par value per
share ("Preferred Stock").

The designations, preferences, qualifications, limitations,
restrictions and the special or relative rights granted to or imposed upon the
Common Stock and Preferred Stock of the Corporation are as follows:

(a) Provisions Relating to the Common Stock

(1) Each holder of Common Stock shall be entitled to
one vote for each share of Common Stock standing in such
holder's name on the records of the Corporation on each matter
submitted to a vote of the shareholders.

(2) Subject to the rights of the holders of the
Preferred Stock, the holders of the Common Stock shall be
entitled to receive when, as, and if declared by the Board of
Directors of the Corporation, out of funds legally available
therefor, dividends payable in cash, stock or otherwise.

(3) Upon any liquidation, dissolution, or winding up
of the Corporation, whether voluntary or involuntary, and
after the holders of the Preferred Stock and the holders of
any bonds, debentures, or other obligations of the Corporation
shall have been paid in full the amounts to which they shall
be entitled (if any), or a sum sufficient for such payment in
full shall have been set aside, the remaining net assets of
the Corporation shall be distributed pro rata to the holders
of the Common Stock in accordance with their respective rights
and interests, to the exclusion of the holders of the
Preferred Stock and any bonds, debentures, or other
obligations of the Corporation.

(b) Provisions Relating to the Preferred Stock

(1) The Preferred Stock may be issued from time to
time in one or more classes or series, the shares of each
class or series to have such designations and powers,
preferences and rights, and the qualifications, limitations,
and restrictions thereof as are stated and expressed herein
and in the resolution or resolutions providing for the
issuance of such class or series adopted by the Board of
Directors of the Corporation as hereafter prescribed.

-2-

<PAGE> 3

(2) Authority is hereby expressly granted to and
vested in the Board of Directors of the Corporation to
authorize the issuance of the Preferred Stock from time to
time in one or more classes or series, and with respect to
each such class or series of the Preferred Stock, to fix and
state by the resolution or resolutions from time to time
adopted providing for the issuance thereof the following:

(i) whether or not such class or series is
to have voting rights, full, special, or limited, or
is to be without voting rights, and whether or not
such class or series is to be entitled to vote as a
separate class either alone or together with the
holders of one or more other classes or series of
stock;

(ii) the number of shares to constitute such
class or series and the designations thereof;

(iii) the preferences, and relative,
participating, optional, or other special rights, if
any, and the qualifications, limitations, or
restrictions thereof, if any, with respect to any
such class or series;

(iv) whether or not the shares of any such
class or series shall be redeemable at the option of
the Corporation or the holders thereof or upon the
happening of any specified event, and, if redeemable,
the redemption price or prices (which may be payable
in the form of cash, notes, securities, or other
property), and the time or times at which, and the
terms and conditions upon which, such shares shall be
redeemable and the manner of redemption;

(v) whether or not the shares of such class
or series shall be subject to the operation of
retirement or sinking funds to be applied to the
purchase or redemption of such shares for retirement,
and, if such retirement or sinking fund or funds are
to be established, the annual amount thereof, and the
terms and provisions relative to the operation
thereof;

(vi) the dividend rate, whether dividends
are payable in cash, stock of the Corporation, or
other property, or a combination thereof, the
conditions upon which and the times when such
dividends are payable, the preference to or the
relation to the payment of dividends payable on any
other class or classes or series of stock, whether
such dividends shall be cumulative or noncumulative,
and if cumulative, the date or dates from which such
dividends shall accumulate;

(vii) the preferences, if any, and the
amounts thereof which the holders of any such class
or series shall be entitled to receive upon the
voluntary and involuntary dissolution of, or upon any
distribution of the assets of, the Corporation;

-3-

<PAGE> 4

(viii) whether or not the shares of any such
class or series, at the option of the Corporation or
the holder thereof or upon the happening of any
specified event, shall be convertible into or
exchangeable for the shares of any other class or
classes or of any other series of the same or any
other class or classes of stock, securities, or other
property of the Corporation, and the conversion price
or prices, ratio or ratios, or the rate or rates at
which such exchange may be made, with such
adjustments, if any, as shall be stated and expressed
or provided for in such resolution or resolutions;
and

(ix) such other special rights and
provisions with respect to any such class or series
as may seem advisable to the Board of Directors of
the Corporation.

(3) The shares of each class or series of the
Preferred Stock may vary from the shares of any other class or
series thereof in any or all of the foregoing respects. The
Board of Directors of the Corporation may increase the number
of shares of Preferred Stock designated for any existing class
or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not
designated for any other class or series. The Board of
Directors of the Corporation may decrease the number of shares
of the Preferred Stock designated for any existing class or
series by a resolution, subtracting from such series unissued
shares of the Preferred Stock designated for such class or
series, and the shares so subtracted shall become authorized,
unissued, and undesignated shares of the Preferred Stock.

(1) Subject to the foregoing provisions of these
Articles of Incorporation, the Corporation may issue shares of
its Preferred Stock and Common Stock from time to time for
such consideration (in any form, but not less in value than
the par value thereof) as may be fixed by the Board of
Directors of the Corporation, which is expressly authorized to
fix the same in its absolute and uncontrolled discretion
subject to the foregoing conditions. Shares so issued for
which the consideration shall have been paid or delivered to
the Corporation shall be deemed fully paid stock and shall not
be liable to any further call or assessment thereon, and the
holders of such shares shall not be liable for any further
payments in respect of such shares.

(2) The Corporation shall have authority to create
and issue rights and options entitling their holders to
purchase or otherwise acquire shares of the Corporation's
capital stock of any class or series or other securities of
the Corporation, and such rights and options shall be
evidenced by instrument(s) approved by the Board of Directors
of the Corporation or any committee thereof. The Board of
Directors of the Corporation or any committee thereof shall be
empowered to set the exercise price, duration, times for
exercise, and other terms of such options or rights; provided,
however, that the consideration to be received

-4-

<PAGE> 5

(which may be in any form) for any shares of capital stock
subject thereto shall have a value not less than the par value
thereof.

ARTICLE VII. TRANSACTIONS WITH OFFICERS, DIRECTORS OR SHAREHOLDERS

No contract or transaction between the Corporation and one or more of
its directors, officers, or shareholders or between the Corporation and any
person (as used herein "person" means any other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or shareholders are directors, officers, or shareholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board of Directors or committee which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such
purpose, if: (a) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed to or are known by the Board
of Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors (if more than one); or (b) the material
facts as to his or her relationship or interest and as to the contract or
transaction are disclosed to or are known by the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved by vote of the
shareholders; or (c) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or ratified by the Board of
Directors, a committee thereof (to the extent permitted by applicable law), or
the shareholders. Shares owned or controlled by an officer or director who has
an interest in the contract or transaction shall not be counted in the vote of
the shareholders on such contract or transaction.

ARTICLE VIII. INDEMNIFICATION

(a) The Corporation shall indemnify to the fullest extent authorized or
permitted by law (as now or hereafter in effect) any person who is or was made,
or threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is or
was a director or officer of the Corporation, or is or was serving in any
capacity at the request of the Corporation for any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise (an
"Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including attorneys' fees and
disbursements). Persons who are not directors or officers of the Corporation may
be similarly indemnified in respect of service to the Corporation to the extent
the Board of Directors at any time specifies that such persons are entitled to
the benefits of this Article.

(b) The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was

-5-

<PAGE> 6

serving at the request of the Corporation as a director, officer, employee or
agent of an Other Entity, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of this Article, the
Bylaws or under Section 607.0850 of the Florida Act or any other provision of
law.

ARTICLE IX. BOARD OF DIRECTORS

(a) The number of directors constituting the Board of Directors shall
be fixed by, or in the manner provided in, the Bylaws of the Corporation,
provided that such number shall be no fewer than five (5) and no more than
twelve (12) (plus such number of directors as may be elected from time to time
pursuant to the terms of any series of Preferred Stock that may be issued and
outstanding from time to time). The directors of the Corporation (exclusive of
directors who are elected pursuant to the terms of, and serve as representatives
of the holders of, any series of Preferred Stock) shall be referred to herein as
"Classified Directors" and shall be divided into three classes, with the first
class referred to herein as "Class I," the second class as "Class II," and the
third class as "Class III." Each class shall consist as nearly as possible of
one-third (1/3) of the total number of directors making up the entire Board of
Directors. The term of office of the initial Class I directors shall expire at
the 2000 annual meeting of shareholders, the term of office of the initial Class
II directors shall expire at the 1999 annual meeting of shareholders, and the
term of office of the initial Class III directors shall expire at the 1998
annual meeting of shareholders, with each director to hold office until his or
her successor shall have been duly elected and qualified. At each annual meeting
of shareholders, directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of shareholders after their election, with each director to hold
office until his or her successor shall have been duly elected and qualified.

(b) Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock issued by the Corporation shall have
the right, voting separately by series or by class (excluding holders of Common
Stock), to elect directors at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies, and other features of such
directorships shall be governed by the terms of these Articles of Incorporation
(including any amendment to these Articles of Incorporation that designates a
series of Preferred Stock), and such directors so elected by the holders of
Preferred Stock shall not be divided into classes pursuant to this Article
unless expressly provided by such terms.

(c) Any or all Classified Directors may be removed, but only for cause,
at any annual or special meeting of shareholders, upon the affirmative vote of
the holders of a majority of the outstanding shares of each class of capital
stock of the Corporation then entitled to vote in person or by proxy at an
election of such Classified Directors, provided that notice of the intention to
act upon such matter shall have been given in the notice calling such meeting.

(d) Election of directors, whether Classified Directors or otherwise,
need not be by written ballot.

-6-

<PAGE> 7

ARTICLE X. SPECIAL MEETINGS OF SHAREHOLDERS;
NO ACTION BY WRITTEN CONSENT

Special meetings of shareholders of the Corporation may be called by
the Board of Directors pursuant to a resolution adopted by a majority of the
Classified Directors then serving, by the Chairman of the Board, or by written
demand of any holder or holders of at least twenty-five percent (25%) of the
outstanding shares of capital stock of the Corporation then entitled to vote on
any matter for which the respective special meeting is being called, such demand
to describe the purpose or purposes for which such meeting is called.
Shareholders of the Corporation may not act by written consent in lieu of a
meeting.

ARTICLE XI. VOTE REQUIRED FOR CERTAIN MATTERS

In addition to any other vote required by law (including, without
limitation, Section 607.0901 of the Florida Act ("Section 0901")), an
"Affiliated Transaction" as defined in Section 0901 shall be subject to the
voting requirements set forth in subsection (2) of Section 0901 unless all of
the conditions specified in any one of the paragraphs (a), (b), (c), (d) or (e)
of subsection (4) of Section 0901 are met, regardless of whether the conditions
specified in paragraph (f) of subsection (4) of Section 0901 or any successor
"fair price" provisions are satisfied.

The provisions of Articles IX, X and XI of these Articles of
Incorporation may only be amended upon the affirmative vote of the holders of at
least two-thirds (2/3) of the outstanding shares entitled to vote generally in
the election of directors, voting together as a class.

Dated this 28th day of February, 1997.
----

/s/ G. William Speer
-----------------------------------
G. William Speer, Incorporator

-7-

<PAGE> 1
EXHIBIT 3.2

BYLAWS
OF
STAFF LEASING, INC.

<PAGE> 2
EXHIBIT 3.2

BYLAWS

STAFF LEASING, INC.

PREAMBLE

These Bylaws are subject to, and governed by, the Florida Business
Corporation Act (the "Florida Act") and the Articles of Incorporation (the
"Articles of Incorporation") of Staff Leasing, Inc., a Florida corporation (the
"Corporation"). In the event of a direct conflict between the provisions of
these Bylaws and the mandatory provisions of the Florida Act or the provisions
of the Articles of Incorporation, such provisions of the Florida Act or the
Articles of Incorporation, as the case may be, will be controlling.

ARTICLE I: OFFICES

1.1 Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Florida.

1.2 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Florida, as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.

ARTICLE II: MEETINGS OF SHAREHOLDERS

2.1 Annual Meeting. An annual meeting of shareholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the shareholders shall elect directors and transact
such other business as may be properly brought before the meeting.

2.2 Special Meeting. A special meeting of the shareholders may be
called by the Board of Directors pursuant to a resolution adopted by a majority
of the Classified Directors (as defined in Section 3.2 hereof) then serving, by
the Chairman of the Board, or by written demand of any holder or holders of
record of at least twenty-five percent (25%) of the outstanding shares of
capital stock of the Corporation then entitled to vote on any matter for which
the respective special meeting is being called (considered for this purpose as
one class), such demand stating the purpose or purposes for which the meeting is
called. Subject to the requirements for notice stated in Section 2.4 hereof, a
special meeting shall be held on such date and at such time as shall be
designated by the person(s) calling the meeting and stated in the notice of the
meeting or in a duly executed waiver of notice of such meeting. Only such
business shall be transacted at a special meeting as may be

<PAGE> 3

stated or indicated in the notice of such meeting given in accordance with these
Bylaws or in a duly executed waiver of notice of such meeting.

2.3 Place of Meetings. An annual meeting of shareholders may be held at
any place within or without the State of Florida designated by the Board of
Directors. A special meeting of shareholders may be held at any place within or
without the State of Florida designated in the notice of the meeting or a duly
executed waiver of notice of such meeting. Meetings of shareholders shall be
held at the principal offices of the Corporation unless another place is
designated for meetings in the manner provided herein.

2.4 Notice. Written or printed notice stating the place, day, and time
of each meeting of the shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or person(s) calling the meeting, to each shareholder
of record entitled to vote at such meeting. If such notice is to be sent by
mail, it shall be directed to such shareholder at his or her address as it
appears on the records of the Corporation, unless he or she shall have filed
with the Secretary of the Corporation a written request that notices to him or
her be mailed to some other address, in which case it shall be directed to him
or her at such other address. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who shall attend such meeting in person
or by proxy and who shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.

2.5 Notice of Shareholder Business; Nomination of Director Candidates.

(a) At annual or special meetings of the shareholders, only
such business shall be conducted as shall have been brought before
meetings (i) pursuant to the Corporation's notice of meeting, (ii) by
or at the direction of the Board of Directors, or (iii) by any
shareholder of the Corporation who is a shareholder of record at the
time of giving of notice provided for in this Section 2.5, who shall be
entitled to vote at such meeting, and who complies with the notice
procedures set forth in this Section 2.5.

(b) Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible to serve as
directors. Nominations of persons for election to the Board of
Directors may be made at an annual or special meeting of shareholders
(i) by or at the direction of the Board of Directors, (ii) by any
shareholder of the Corporation who is a shareholder of record at the
time of giving of notice provided for in this Section 2.5, who shall be
entitled to vote for the election of directors at the meeting, and who
complies with the notice procedures set forth in this Section 2.5.

(c) A shareholder must give timely, written notice to the
Secretary of the Corporation to nominate directors at an annual or
special meeting pursuant to Section 2.5(b) hereof or to propose
business to be brought before an annual or special meeting pursuant to

-2-

<PAGE> 4

clause (iii) of Section 2.5(a) hereof. A shareholder's notice must be
received at the principal executive offices of the Corporation on or
before the deadline for submitting shareholder proposals pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") but not more than thirty (30) days before such
deadline. Such shareholder's notice shall set forth (i) with respect to
each matter, if any, that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the
meeting, (ii) with respect to each person, if any, whom the shareholder
proposes to nominate for election or re-election as a director, all
information relating to such person (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director) that is required under the Exchange Act, (iii)
the name and address, as they appear on the Corporation's records, of
the shareholder proposing such business or nominating such persons (as
the case may be), and the name and address of the beneficial owner, if
any, on whose behalf the proposal or nomination is made, (iv) the class
and number of shares of capital stock of the Corporation that are owned
beneficially and of record by such shareholder of record and by the
beneficial owner, if any, on whose behalf the proposal or nomination is
made, and (v) any material interest or relationship that such
shareholder of record and/or the beneficial owner, if any, on whose
behalf the proposal or nomination is made may respectively have in such
business or with such nominee. At the request of the Board of
Directors, any person nominated for election as a director shall
furnish to the Secretary of the Corporation the information required to
be set forth in a shareholder's notice of nomination which pertains to
the nominee.

(d) Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted, and no person shall be nominated to
serve as a director, at an annual or special meeting of shareholders,
except in accordance with the procedures set forth in this Section 2.5
and elsewhere in these Bylaws. The chairman of the meeting shall, if
the facts warrant, determine that business was not properly brought
before the meeting, or that a nomination was not made, in accordance
with the procedures prescribed by these Bylaws and, if he or she shall
so determine, he or she shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be
transacted and any defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of these Bylaws, a shareholder
shall also comply with all applicable requirements of the Exchange Act,
and the rules and regulations thereunder with respect to the matters
set forth in this Section 2.5.

2.6 Voting List. Prior to each meeting of shareholders, the Secretary
or other officer of the Corporation who has responsibility of the Corporation's
stock ledger, either directly or through another officer appointed by him or her
or through a transfer agent appointed by the Board of Directors, shall prepare a
complete list of shareholders entitled to vote thereat, arranged in alphabetical
order and showing the address of each shareholder and number of shares of
capital stock registered in the name of each shareholder. The shareholders' list
must be available for inspection by any shareholder for a period of ten (10)
days prior to the meeting or such shorter time as exists between the record date
and the meeting and continuing through the meeting. To the extent required by
law, such list shall be kept on file at a place within the city where the
meeting is to be held,

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which place shall be specified in the notice of meeting or a duly executed
waiver of notice of such meeting or, if not so specified, at the place where the
meeting is to be held and shall be open to examination by any shareholder during
ordinary business hours. Such list shall be produced at such meeting and kept at
the meeting at all times during such meeting and may be inspected by any
shareholder who is present.

2.7 Quorum. The holders of a majority of the outstanding shares of
capital stock entitled to vote on a matter, present in person or by proxy, shall
constitute a quorum at any meeting of shareholders, except as otherwise provided
by law, the Articles of Incorporation, or these Bylaws. If a quorum shall not be
present, in person or by proxy, at any meeting of shareholders, the shareholders
entitled to vote thereat who are present, in person or by proxy (or, if no
shareholder entitled to vote is present, any officer of the Corporation), may
adjourn the meeting from time to time without notice other than announcement at
the meeting (unless the Board of Directors, after such adjournment, fixes a new
record date for the adjourned meeting), until a quorum shall be present, in
person or by proxy. At any adjourned meeting at which a quorum shall be present,
in person or by proxy, any business may be transacted which may have been
present; provided that, if after the adjournment a new record date is fixed for
the adjourned meeting, which the board of directors must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting.

2.8 Required Vote; Withdrawal of Quorum. When a quorum is present at
any meeting, the vote of the holders of at least a majority of the outstanding
shares of capital stock entitled to vote thereat who are present, in person or
by proxy, shall decide any question brought before such meeting, unless the
question is one on which, by express provision of law, the Articles of
Incorporation, or these Bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question. The
shareholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

2.9 Method of Voting; Proxies. Except as otherwise provided in the
Articles of Incorporation (including any amendment thereto that designates a
class or series of preferred stock) or by law, each outstanding share of capital
stock, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders. Elections of directors need
not be by written ballot. At any meeting of shareholders, every shareholder
having the right to vote may vote either in person or by a proxy executed in
writing by the shareholder or by his or her duly authorized attorney-in-fact.
Each such proxy shall be filed with the Secretary of the Corporation before or
at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy. If no
date is stated in a proxy, such proxy shall be presumed to have been executed on
the date of the meeting at which it is to be voted. Each proxy shall be
revocable unless expressly provided therein to be irrevocable and coupled with
an interest sufficient in law to support an irrevocable power or unless
otherwise made irrevocable by law.

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2.10 Record Date. For the purpose of determining shareholders entitled
(a) to notice of or to vote at any meeting of shareholders or any adjournment
thereof, (b) to receive payment of any dividend or other distribution or
allotment of any rights, or (c) to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, for any such determination of shareholders, such date in
any case to be not more than seventy (70) days and not less than ten (10) days
prior to such meeting nor more than seventy (70) days prior to any other action.
If no record date is fixed:

(i) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close
of business on the day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

(ii) The record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

(iii) A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting and shall
fix a new record date in case the meeting is adjourned to a date more
than 120 after the date fixed for the original meeting.

2.11 Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the Vice-Chairman of the Board, if such office has been filled,
and, if not or if the Vice Chairman of the Board is absent or otherwise unable
to act, the President shall preside at all meetings of shareholders. The
Secretary shall keep the records of each meeting of shareholders. In the absence
or inability to act for any such officer, such officer's duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these Bylaws or by some person appointed by the
meeting.

ARTICLE III: DIRECTORS

3.1 Management. The business and property of the Corporation shall be
managed by the Board of Directors. Subject to the restrictions imposed by law,
the Articles of Incorporation, or these Bylaws, the Board of Directors may
exercise all the powers of the Corporation.

3.2 Number; Qualification; Election; Term. The Board of Directors shall
consist of no fewer than five (5) and no more than twelve (12) directors (plus
such number of directors as may be elected from time to time pursuant to the
terms of any class or series of preferred stock that may be issued and
outstanding from time to time). The exact number of directors shall be the
number fixed from time to time by resolution of the Board of Directors. The
directors of the Corporation (exclusive of

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directors who are elected pursuant to the terms of, and serve as representatives
of the holders of, any series of preferred stock of the Corporation) shall be
referred to herein as "Classified Directors" and shall be divided into three
classes, with the first class referred to herein as "Class I," the second class
as "Class II," and the third class as "Class III." Each class shall consist as
nearly as possible of one-third (1/3) of the total number of directors making up
the entire Board of Directors. The term of office of the initial Class I
directors shall expire at the 2000 annual meeting of shareholders, the term of
office of the initial Class II directors shall expire at the 1999 annual meeting
of shareholders, and the term of office of the initial Class III directors shall
expire at the 1998 annual meeting of shareholders, with each director to hold
office until his or her successor shall have been duly elected and qualified. At
each annual meeting of shareholders, directors elected to succeed those
directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of shareholders after their
election, with each director to hold office until his or her successor shall
have been duly elected and qualified.

Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have the
right, voting separately by series or by class (excluding holders of common
stock), to elect directors at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies, and other features of such
directorships shall be governed by the terms of the Articles of Incorporation
(including any amendment to the Articles of Incorporation that designates a
series of preferred stock), and such directors so elected by the holders of
preferred stock shall not be divided into classes pursuant to this Section 3.2
unless expressly provided by the terms of the Articles of Incorporation.

3.3 Change in Number. No decrease in the number of directors
constituting the entire Board of Directors shall have the effect of shortening
the term of any incumbent director.

3.4 Removal; Vacancies.

(a) Any or all Classified Directors may be removed, but only
for cause, at any annual or special meeting of shareholders, upon the
affirmative vote of the holders of a majority of the outstanding shares
of each class of capital stock of the Corporation then entitled to vote
in person or by proxy at an election of such Classified Directors,
provided that notice of the intention to act upon such matter shall
have been given in the notice calling such meeting. Newly created
directorships resulting from any increase in the authorized number of
Classified Directors, and any vacancies occurring in the Board of
Directors, whether caused by death, resignation, retirement,
disqualification, removal or other termination from office of any
Classified Director or otherwise, may be filled by the vote of a
majority of the Classified Directors then in office, though less than a
quorum, or by the affirmative vote, at any annual meeting or any
special meeting of the shareholders called for the purpose of filling
such directorship, of the holders of a majority of the outstanding
shares of each class of capital stock then entitled to vote in person
or by proxy at an election of such Classified Directors. Each successor
Classified Director so chosen shall hold office until the next election
of the class for which such director shall have been chosen and until
his or her respective successor shall have been duly elected and
qualified.

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(b) Unless otherwise provided by the terms of the Articles of
Incorporation (including any amendment thereto that designates a series
of preferred stock), any or all directors other than Classified
Directors may be removed, with or without cause, at any annual or
special meeting of shareholders, upon the affirmative vote of the
holders of a majority of the outstanding shares of each class of
capital stock then entitled to vote in person or by proxy at an
election of such directors, provided that notice of the intention to
act upon such matter shall have been given in the notice calling such
meeting. Unless otherwise provided by the terms of the Articles of
Incorporation (including any amendment thereto that designates a class
or series of preferred stock), any vacancies occurring in the Board of
Directors caused by death, resignation, retirement, disqualification,
removal or other termination from office of any directors other than
Classified Directors may be filled by the vote of a majority of the
Board of Directors then in office, though less than a quorum, or by the
affirmative vote, at any annual meeting or any special meeting of the
shareholders called for the purpose of filling such directorship, of
the holders of a majority of the outstanding shares of each class of
capital stock then entitled to vote in person or by proxy at an
election of such directors. Each successor director so chosen shall
hold office until the next election of the class for which such
director shall have been chosen and until his or her respective
successor shall have been duly elected and qualified.

3.5 Meetings of Directors. The directors may hold their meetings and
may have an office and keep the records of the Corporation, except as otherwise
provided by law, in such place or places within or without the State of Florida
as the Board of Directors may from time to time determine or as shall be
specified in the notice of such meeting or duly executed waiver of notice of
such meeting.

3.6 Annual Meeting. The Board of Directors may hold an annual meeting,
if a quorum is present, immediately after and at the same place as the annual
meeting of shareholders, and no notice of such meeting shall be necessary.

3.7 Election of Officers. At the first meeting of the Board of
Directors after each annual meeting of shareholders at which a quorum shall be
present, the Board of Directors shall elect the officers of the Corporation.

3.8 Regular Meetings. Regular meetings of the Board of Directors shall
be held at such times and places as shall be designated from time to time by
resolution of the Board of Directors. Notice of such regular meetings shall not
be required.

3.9 Special Meetings. Special meetings of the Board of Directors shall
be held whenever called by the Chairman of the Board, the Vice-Chairman of the
Board, the Chief Executive Officer, the President, or any two directors.

3.10 Notice. Notice of each special meeting shall be given to each
director at least twenty-four (24) hours before the meeting. Notice of any such
meeting need not be given to any director who, either before or after the
meeting, submits a signed waiver of notice or who shall

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attend such meeting without protesting, prior to or at its commencement, the
lack of notice to him. The purpose of any special meeting shall be specified in
the notice or waiver of notice of such meeting.

3.11 Quorum; Majority Vote. At all meetings of the Board of Directors,
a majority of the directors fixed in the manner provided in these Bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there is less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice. Unless the act of a greater number is required by law,
the Articles of Incorporation, or these Bylaws, the act of a majority of the
directors present at a meeting at which a quorum is in attendance shall be the
act of the Board of Directors. At any time that the Articles of Incorporation
provides that directors elected by the holders of a class or series of stock
shall have more or less than one vote per director on any matter, every
reference in these Bylaws to a majority or other proportion of directors shall
refer to a majority or other proportion of the votes of such directors.

3.12 Procedure. At meetings of the Board of Directors, business shall
be transacted in such order as from time to time the Board of Directors may
determine. The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
Vice-Chairman of the Board, if such office has been filled, and, if not or if
the Vice-Chairman of the Board is absent or otherwise unable to act, the
President shall preside at all meetings of the Board of Directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the Board of Directors from among the directors present. The Secretary of the
Corporation shall act as the secretary of each meeting of the Board of Directors
unless the Board of Directors appoints another person to act as secretary of the
meeting. The Board of Directors shall keep regular minutes of its proceedings
which shall be placed in the minute book of the Corporation.

3.13 Presumption of Assent. A director of the Corporation who is
present at the meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless (i) he or she objects at the beginning of the meeting (or promptly upon
his or her arrival at the meeting) to the holding of the meeting or transacting
specified business at the meeting, (ii) his or her dissent as to any particular
action shall be entered in the minutes of the meeting, or (iii) unless he or she
shall file his or her written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

3.14 Compensation. The Board of Directors shall have the authority to
fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the Board of
Directors or any committee thereof (including participation in meeting held by
conference telephone call); provided, that nothing contained herein shall be
construed to preclude any director from serving the Corporation in any other
capacity or receiving compensation therefor.

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ARTICLE IV: COMMITTEES

4.1 Designation. The Board of Directors may, by resolution adopted by a
majority of the entire Board of Directors, designate one or more committees,
including without limitation an Executive Committee, Audit Committee,
Compensation Committee and Nominating Committee as hereinafter described.

4.2 Number; Qualification; Term; Chairman. Each committee shall consist
of one (1) or more directors appointed by resolution adopted by a majority of
the entire Board of Directors. The number of committee members may be increased
or decreased from time to time by resolution adopted by a majority of the entire
Board of Directors. Each committee member shall serve as such until the earliest
of (i) the expiration of his or her term as director, (ii) his or her
resignation as a committee member or as a director, or (iii) his or her removal
as a committee member or as a director. The Board of Directors may designate one
(1) person who is a member of each committee to serve as its chairman.

4.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the Board of Directors in the management of the business and the
property of the Corporation except to the extent expressly restricted by such
resolution or by law, the Articles of Incorporation, or these Bylaws.

4.4 Committee Changes. The Board of Directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge any
committee.

4.5 Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

4.6 Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

4.7 Special Meeting. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two (2) days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

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4.8 Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the Articles of Incorporation, or
these Bylaws.

4.9 Minutes. Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the Board of Directors upon the request
of the Board of Directors. The minutes of the proceedings of each committee
shall be delivered to the Secretary of the Corporation for placement in the
minute books of the Corporation.

4.10 Compensation. Committee members may, by resolution of the Board of
Directors, be compensated for service on any committee and reimbursed for
expenses of attendance, if any, for attending any committee meetings.

4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors or any director of any responsibility imposed upon it or such director
by law.

4.12 Executive Committee. The Board of Directors may, by resolution,
designate one (1) or more of its members to constitute an Executive Committee.
The Executive Committee shall have and may exercise all of the authority of the
Board of Directors in the management of the business and affairs of the
Corporation within the limits permitted by law, including without limitation,
the power and authority: (i) to authorize the seal of the Corporation to be
affixed to all papers; (ii) to declare a dividend; (iii) to authorize the
issuance of stock; (iv) to adopt a plan of merger pursuant to Section 607.1104
of the Florida Act; and (v) to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors, to fix any of the preference rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of shares for, shares of any
other class or classes or any other series of the same of any other class or
classes of stock of the Corporation.

4.13 Audit Committee. The Board of Directors may, by resolution,
designate not less than two (2) of the directors then in office to constitute an
Audit Committee. At least a majority of such directors must be independent of
management and free from any relationship that, in the opinion of the Board of
Directors, would interfere with such directors' exercise of independent judgment
as a committee member. The Audit Committee, if established, shall (i) consider
and make recommendations to the Board of Directors with respect to the
employment of a firm of independent public accountants, (ii) confer with the
Corporation's independent public accountants to determine the scope of the audit
that such accountants will perform, (iii) receive reports from the independent
public accountants and transmit such reports to the Board of Directors, and
after the close of the fiscal year, transmit to the Board of Directors the
financial statements certified by such accountants,

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(iv) inquire into, examine and make comments on the accounting procedures of the
Corporation and the reports of the independent public accountants, and (v)
consider and make recommendations to the Board of Directors upon matters
presented to it by the officers of the Corporation pertaining to the audit
practices and procedures adhered to by the Corporation.

4.14 Compensation Committee. The Board of Directors may, by resolution,
designate not less than three (3) of the directors then in office to constitute
a Compensation Committee, at least two (2) of whom shall be independent of
management so as to exercise independent judgment as a committee member. The
Compensation Committee may exercise all of the authority of the Board of
Directors in administering the Corporation's executive compensation plans,
including stock option and other incentive plans.

4.15 Nominating Committee. The Board of Directors may, by resolution,
designate not less than three (3) of the directors then in office to constitute
a Nominating Committee, at least two (2) of which shall be independent of
management so as to exercise independent judgment as a committee member. The
Nominating Committee shall recommend to the Board of Directors the slate of
nominees for directors to be elected by the shareholders and any directors to be
elected by the Board of Directors to fill vacancies.

4.16 Other Committees. In addition to the Executive Committee, the
Audit Committee, the Compensation Committee and the Nominating Committee, the
Board of Directors may, by resolution, designate one or more other committees of
the Board of Directors in accordance with the provisions of these Bylaws.

ARTICLE V: NOTICE

5.1 Method. Whenever by law, the Articles of Incorporation, or these
Bylaws, notice is required to be given to any committee member, director, or
shareholder and no provision is made as to how such notice shall be given,
personal notice shall not be required and any such notice may be given (a) in
writing, by mail, postage prepaid, addressed to such committee member, director,
or shareholder at his or her address as it appears on the books or (in the case
of a shareholder) the stock transfer records of the Corporation, or (b) by any
other method permitted by law (including but not limited to overnight courier
service, telegram, telex, or telefax). Any notice required or permitted to be
given by mail shall be deemed to be delivered and given at the time when the
same is deposited in the United States mail as aforesaid. Any notice required or
permitted to be given by overnight courier service shall be deemed to be
delivered and given at the time delivered to such service with all charges
prepaid and addressed as aforesaid. Any notice required or permitted to be given
by telegram, telex, or telefax shall be deemed to be delivered and given at the
time transmitted with all charges prepaid and addressed as aforesaid.

5.2 Waiver. Whenever any notice is required to be given to any
shareholder, director, or committee member of the Corporation by law, the
Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or

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after the time stated therein, shall be equivalent to the giving of such notice.
Attendance of a shareholder, director, or committee member at a meeting shall
constitute a waiver of notice of such meeting, except where such person attends
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

ARTICLE VI: OFFICERS

6.1 Number, Titles, Term of Office. The officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary, and such other
officers as the Board of Directors may from time to time elect or appoint,
including, without limitation, a Vice-Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, one or more Vice Presidents (with each Vice
President to have such descriptive title, if any, as the Board of Directors
shall determine), a Secretary, one or more Assistant Secretaries, and a
Treasurer and one or more Assistant Treasurers. Each officer shall hold office
until his or her successor shall have been duly elected and shall have
qualified, until his or her death, or until he or she shall resign or shall have
been removed in the manner hereinafter provided. Any two (2) or more offices may
be held by the same person. None of the officers need be a shareholder or a
director of the Corporation or a resident of the State of Florida.

6.2 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

6.3 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal, or otherwise) may be filled by the Board of
Directors.

6.4 Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these Bylaws or
as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

6.5 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the Board of Directors or any committee
thereof; provided, however, that the Board of Directors may delegate the power
to determine the compensation of any officer and agent (other than the officer
to whom such power is delegated) to any other officer of the Corporation.

6.6 Chairman. The Chairman of the Board shall preside at all meetings
of the Board of Directors and shall exercise such powers and perform such other
duties as shall be determined from time to time by the Board of Directors.

6.7 Vice-Chairman. The Vice-Chairman shall, in the absence or
disability of the Chairman, exercise the powers and perform the duties of the
Chairman and shall exercise such

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powers and perform such other duties as shall be determined from time to time by
the Board of Directors.

6.8 Chief Executive Officer. The Chief Executive Officer shall be the
chief executive officer of the Corporation and shall have general supervision
and direction over the business of the Corporation, subject, however, to the
control of the Board of Directors and of any duly authorized committee of
directors. The Chief Executive Officer, in the absence of the Chairman or the
Vice-Chairman, as the case may be, shall preside at each meeting of the
shareholders and of the Board of Directors. He or she may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by law otherwise to be
signed or executed, and, in general, shall perform all duties incident to the
office of Chief Executive Officer and such other duties as from time to time may
be assigned to him or her by the Board of Directors or by these Bylaws.

6.9 President. The President shall assist the Chief Executive Officer
in the management of and supervision and direction over the business and affairs
of the Corporation, subject, however, to the direction of the Chief Executive
Officer and the control of the Board of Directors. The President may, in the
absence of the Chairman, the Vice-Chairman and the Chief Executive Officer, as
the case may be, preside, if present, at each meeting of the shareholders and of
the Board of Directors. The President may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments except in
cases in which the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed and,
in general, shall perform all duties incident to the office of the President and
such other duties as from time to time may be assigned to him or her by the
Board of Directors, by these Bylaws or by the Chief Executive Officer.

6.10 Chief Financial Officer. The Chief Financial Officer shall be the
chief financial officer of the Corporation, and shall render to the Board of
Directors, whenever the Board of Directors may require, an account of the
financial condition and results of operation of the Corporation; shall make,
sign and file financial, tax and similar reports to any state, federal or
municipal government, agency or department, or any self-regulatory organization;
shall provide for the continuous review of all accounts and reports; and shall
perform such other duties as from time to time may be assigned to him or her by
the Board of Directors, by these Bylaws or the Chief Executive Officer or
President.

6.11 Vice Presidents. Each Vice President shall have such powers and
perform such duties as from time to time may be assigned to such Vice President
or by the Board of Directors or by the Chief Executive Officer or the President
and shall perform such other duties as may be prescribed in these Bylaws.

6.12 Secretary; Assistant Secretary. The Secretary or an Assistant
Secretary shall attend all meetings of the shareholders and shall record all the
proceedings of the meetings of the Board of

-13-

<PAGE> 15

Directors and of the shareholders in a book to be kept for that purpose, and
shall perform like duties for committees of the Board of Directors, when
required. The Secretary or an Assistant Secretary shall give, or cause to be
given, notice of all special meetings of the Board of Directors and of the
shareholders and shall perform such other duties as may be prescribed by the
Board of Directors or by the Chief Executive Officer, under whose supervision
the Secretary shall be. The Secretary shall have custody of the corporate seal
of the Corporation, and the Secretary, or an Assistant Secretary, shall have
authority to impress the same on any instrument requiring it, and when so
impressed the seal may be attested by the signature of the Secretary or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to impress the seal of the Corporation and to
attest the same by such officer's signature. The Secretary or an Assistant
Secretary may also attest all instruments signed by the Chairman, the
Vice-Chairman, the Chief Executive Officer or the President. The Secretary shall
have charge of all the books, records and papers of the Corporation relating to
its organization and management, shall see that the reports, statements and
other documents required by statute are properly kept and filed and, in general,
shall perform all duties incident to the office of Secretary of a corporation
and such other duties as may from time to time be assigned to the Secretary by
the Board of Directors, by these Bylaws, by the Chief Executive Officer or by
the President.

6.13 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositaries as may be designated by the Board
of Directors; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositaries of the Corporation signed in
such manner as shall be determined by the Board of Directors and be responsible
for the accuracy of the amounts of all moneys so disbursed; regularly enter or
cause to be entered in books or other records maintained for such purpose full
and adequate accounting of all moneys received or paid for the account of the
Corporation; have the right to require from time to time reports or statements
giving such information as the Treasurer may desire with respect to any and all
financial transactions of the Corporation from the officers or agents
transacting the same; render to the Chairman, the Vice-Chairman, the Chief
Executive Officer, the President or the Board of Directors, whenever the
Chairman, the Vice-Chairman, the Chief Executive Officer, the President or the
Board of Directors shall require the Treasurer so to do, an accounting of the
financial condition of the Corporation and of all financial transactions of the
Corporation; exhibit at all reasonable times the records and books of account to
any of the directors upon application at the office of the Corporation where
such records and books are kept; disburse the funds of the Corporation as
ordered by the Board of Directors; and, in general, perform all duties incident
to the office of Treasurer of a corporation and such other duties as may from
time to time be assigned to the Treasurer by the Board of Directors, by these
Bylaws or by the Chief Executive Officer or by the President.

6.14 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board of Directors, by these Bylaws, by the Chief Executive Officer or by the
President.

-14-

<PAGE> 16

ARTICLE VII: CERTIFICATES AND SHAREHOLDERS

7.1 Certificates for Shares. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors. The certificates shall be signed by the Chairman of the Board, the
Chief Executive Officer or the President or a Vice President and also by the
Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer. Any and all signatures on the certificate may be a facsimile and may
be sealed with the seal of the Corporation or a facsimile thereof. If any
officer, transfer agent, or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate has ceased to be such officer,
transfer agent, or registrar before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent, or registrar at the date of issue. The certificates
shall be consecutively numbered and shall be entered in the books of the
Corporation as they are issued and shall exhibit the holder's name and the
number of shares.

7.2 Replacement of Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his or her legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond with a surety or sureties satisfactory to the Corporation in such sum as it
may direct as indemnity against any claim, or expense resulting from a claim,
that may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost or destroyed.

7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

7.4 Registered Shareholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

7.5 Regulations. The Board of Directors shall have the power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

-15-

<PAGE> 17

7.6 Legends. The Board of Directors shall have the power and authority
to provide that certificates representing shares of stock bear such legends as
the Board of Directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.

ARTICLE VIII: MISCELLANEOUS; PROVISIONS

8.1 Dividends. Subject to provisions of law and the Articles of
Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property, or in shares of
stock of the Corporation. Such declaration and payment shall be at the
discretion of the Board of Directors.

8.2 Reserves. There may be created by the Board of Directors out of
funds of the Corporation legally available therefor such reserve or reserves as
the directors from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Board of Directors shall
consider beneficial to the Corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.

8.3 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
shareholders and Board of Directors and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.

8.4 Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.

8.5 Seal. The seal of the Corporation shall be such as from time to
time may be approved by the Board of Directors.

8.6 Resignations. Any director, committee member, or officer may resign
by so stating at any meeting of the Board of Directors or by giving written
notice to the Board of Directors, the Chairman of the Board, the Vice-Chairman,
the Chief Executive Officer, the President, or the Secretary. Such resignation
shall take effect at the time specified therein or, if no time is specified
therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

8.7 Securities of Other Corporations. The Chairman of the Board, the
Vice-Chairman, the Chief Executive Officer, the President, or any Vice President
of the Corporation shall have the power and authority to transfer, endorse for
transfer, vote, consent, or take any other action with respect to any securities
of another issuer which may be held or owned by the Corporation and to make,
execute, and deliver any waiver, proxy, or consent with respect to any such
securities.

-16-

<PAGE> 18

8.8 Telephone Meetings. Shareholders (acting for themselves or through
a proxy), members of the Board of Directors, and members of any committee of the
Board of Directors may participate in and hold a meeting of such shareholders,
Board of Directors, or committee by means of a conference telephone or similar
communications equipment by means of which persons participating in the meeting
can hear each other, and participation in a meeting pursuant to this section
shall constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

8.9 Action Without a Meeting.

(a) Any action required by the Florida Act to be taken at any
annual or special meeting of the shareholders, or any action which may
be taken at any annual or special meeting of the shareholders, may not
be taken without a meeting.

(b) Except as otherwise provided in the Articles of
Incorporation or in these Bylaws, any action required or permitted to
be taken at a meeting of the Board of Directors, or of any committee of
the Board of Directors, may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, shall be signed
by all the directors or all the committee members, as the case may be,
entitled to vote with respect to the subject matter thereof, and such
consent shall have the same force and effect as a vote of such
directors or committee members, as the case may be, and may be stated
as such in any certificate or document filed with the Secretary of
State of the State of Florida or in any certificate delivered to any
person. Such consent or consents shall be filed with the minutes of
proceedings of the Board of Directors or committee, as the case may be.

8.10 Invalid Provisions. If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

8.11 Mortgages, etc. With respect to any deed, deed of trust, mortgage,
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the Board of Directors
authorizing such execution expressly state that such attestation is necessary.

8.12 Headings. The headings used in these Bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

8.13 Amendments. The Board of Directors shall have the power, upon the
affirmative vote of a majority of the Classified Directors at a meeting lawfully
convened, to make, adopt, alter, amend, and repeal from time to time these
Bylaws and to make from time to time new Bylaws,

-17-

<PAGE> 19

subject to the right of the shareholders entitled to vote thereon to adopt,
alter, amend, and repeal Bylaws made by the Board of Directors or to make new
Bylaws.

-18-

<PAGE> 1
EXHIBIT 4.3

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of the
____ day of __________, 1997, by and among SLI TRANSITORY, L.P., a Delaware
limited partnership ("Transitory"), STAFF CAPITAL, L.P., a Delaware limited
partnership ("Capital"), STAFF ACQUISITION, INC., a Delaware corporation (the
"General Partner"), and STAFF LEASING, INC., a Florida corporation (the
"Company").

WHEREAS, Transitory and Capital are both duly organized and validly
existing limited partnerships organized under the laws of the State of
Delaware; and

WHEREAS, the General Partner, as the sole general partner of
Transitory and Capital, has determined that it is in the best interests of
Transitory and Capital for Transitory to merge with and into Capital upon the
terms and conditions provided in this Agreement; and

WHEREAS, in accordance with Delaware law and the Partnership
Agreements (as hereinafter defined), the necessary general partners and limited
partners of Transitory and Capital have duly approved this Agreement and
directed that it be executed by the General Partner, acting on behalf of
Transitory and Capital as the sole general partner of Transitory and Capital;
and

WHEREAS, as contemplated by the Partnership Agreements (as hereinafter
defined) and in furtherance of the purposes for which the Company was formed,
it is intended (a) that the hereinafter defined Limited Partnership Interests
(other than the hereinafter defined Common Limited Partnership Interests) in
Capital will, concurrently with the Merger, be redeemed for, exchanged for, or
converted to cash, Shares (as hereinafter defined), warrants for Shares of the
Company, or some combination thereof and (b) that all Common Limited
Partnership Interests in Capital will, immediately upon consummation of the
Merger, be converted to Shares of the Company in accordance with the terms of
this Agreement; and

WHEREAS, it is intended that the Merger, together with the conversion
of partnership interests as provided in Section 3.4 hereof, will qualify as a
reorganization entitled to tax-free treatment under Section 351 of the Internal
Revenue Code of 1986, as amended, and that all terms and conditions set forth
herein will be interpreted to effectuate such intent;

NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and conditions contained herein and for other good and
valuable consideration, the adequacy, receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

<PAGE> 2

ARTICLE 1

DEFINITIONS

1.1 Terms. The following terms used in this Agreement shall have the
meanings set forth below:

(a) Capital Partnership Agreement. Amended and Restated Agreement
of Limited Partnership of Staff Capital, L.P., dated as of
April 26, 1996, by and among the General Partner and the
other Persons set forth on Schedule A thereto, as amended by
Amendment No. 1 to Partnership Agreement, effective as of
February 28, 1997, by and among the General Partner and the
Limited Partners, as defined therein, together with Capital's
Certificate of Limited Partnership, as the same may have been
amended through the date hereof.

(b) Effective Date. The date upon which the Merger becomes
effective under the Partnership Act and pursuant to the
Certificate of Merger which is dated as of ______ __, 1997
and which will be filed by the General Partner with the
Secretary of State of the State of Delaware in connection
with the Merger.

(c) Limited Partnership Interests, Common Limited Partnership
Interests, Preferred Limited Partnership Interests, Class A
Preferred Limited Partnership Interests, and Class B
Preferred Limited Partnership Interests. As defined in the
Capital Partnership Agreement.

(d) Merger. The merger of Transitory with and into Capital as
contemplated by this Agreement and each of the Operative
Documents.

(e) Operative Documents. This Agreement and each other agreement,
instrument, or other document executed and delivered pursuant
hereto or in connection herewith.

(f) Partnership Act. The Delaware Revised Uniform Limited
Partnership Act, Delaware Code Annotated, Title 6, Chapter
17, as amended.

(g) Partnership Agreements. The Capital Partnership Agreement and
the Transitory Partnership Agreement.

(h) Person. An individual, corporation, joint venture,
partnership, trust, limited liability company, unincorporated
association, government, or any department or agency thereof,
or other entity.

(i) Shares. Shares of the common stock of the Company, $.01 par
value.

- 2 -

<PAGE> 3

(j) Surviving Limited Partnership. Capital, as the surviving
limited partnership in the Merger.

(k) Transitory Partnership Agreement. Agreement of Limited
Partnership of SLI Transitory, L.P., dated as of ______ ___,
1997, by and among the General Partner and the Company,
together with Transitory's Certificate of Limited
Partnership, as the same may have been amended through the
date hereof.

1.2 Singular/Plural; Gender. Where the context so requires or
permits, the use of the singular form includes the plural, and the use of the
plural form includes the singular, and the use of any gender includes any and
all genders.

ARTICLE 2

TERMS AND CONDITIONS OF THE MERGER

2.1 Performance of Agreement of Merger. Upon the terms and subject
to the conditions hereof, Transitory shall be merged with and into Capital in
accordance with applicable law. Capital shall survive the Merger, and the
separate legal existence and organization of Transitory shall cease upon
consummation of the Merger. The Merger shall be effective on the Effective
Date. Prior to the Effective Date, the parties shall take all actions necessary
in accordance with applicable law and their respective Partnership Agreements
to cause the Merger to be consummated. Transitory and Capital hereby approve
the agreement of merger set forth herein.

2.2 Surviving Limited Partnership Documents. The Capital Partnership
Agreement as in effect immediately prior to consummation of the Merger shall,
upon the consummation of the Merger, be amended and restated in the form
attached as Exhibit I attached hereto and by this reference incorporated
herein, and thereafter shall be the Agreement and Certificate of Limited
Partnership of the Surviving Limited Partnership.

2.3 General Partner of the Surviving Limited Partnership. The sole
general partner of the Surviving Limited Partnership upon consummation of the
Merger shall be the General Partner.

2.4 Rights of Surviving Limited Partnership. Upon consummation of
the Merger: (a) the Surviving Limited Partnership shall possess all the rights,
privileges, powers, and franchises of a public as well as a private nature, and
shall be subject to all the restrictions, disabilities, and duties, in each
case of each of Transitory and Capital, and all property (real, personal and
mixed) and all debts, choses in action, and other interests due or belonging to
Transitory and Capital, or either of them, shall be vested in the Surviving
Limited Partnership; (b) all properties, rights, privileges, powers, and
franchises, and all and every other interest, shall thereafter be the property
of the Surviving Limited Partnership as they were of Transitory or Capital, and
the title to any real estate vested by deed or otherwise in either Transitory
or Capital shall not revert or in any way be impaired by reason of the Merger;
(c) all rights of creditors and all liens upon any property of either

- 3 -

<PAGE> 4

of Transitory or Capital shall be preserved unimpaired, and all debts,
liabilities, and duties of each of Transitory and Capital shall thenceforth
attach to the Surviving Limited Partnership, and may be enforced against it to
the same extent as if said debts, liabilities, and duties had been incurred by
the Surviving Limited Partnership.

2.5 Agreement of Merger. All documents required to effect the Merger
under the Partnership Act shall be authorized, executed, and delivered by each
of Transitory and Capital; and Transitory and Capital shall cause each of such
documents to be filed in all appropriate places to the extent necessary or
desirable to effect the Merger.

ARTICLE 3

MANNER AND BASIS OF CONVERTING INTERESTS OF THE PARTNERS

3.1 Pre-Merger Partnership Interests of Transitory Partners. Prior
to the consummation of the Merger, the following Persons have the following
partnership interests in Transitory:

<TABLE>
<CAPTION>
TRANSITORY
TRANSITORY PARTNER PARTNERSHIP INTEREST
- ------------------ --------------------
<S> <C>
Staff Acquisition, Inc. (General Partner) 1.0% general partnership interest
Staff Leasing, Inc. (Company) 99.0% limited partnership interest
</TABLE>

3.2 Post-Merger Partnership Interests of Transitory Partners. Upon
consummation of the Merger, the partners of Transitory shall be deemed to have
exchanged their partnership interests in Transitory for partnership interests
in Capital, so that immediately after the consummation of the Merger the
following Persons shall have the following partnership interests in the
Surviving Limited Partnership:

<TABLE>
<CAPTION>
SURVIVING LIMITED PARTNERSHIP
SURVIVING LIMITED PARTNERSHIP PARTNER PARTNERSHIP INTEREST
- ------------------------------------- -----------------------------
<S> <C>
Staff Acquisition, Inc. (General Partner) 1.0% general partnership interest
Staff Leasing, Inc. (Company) 99.0% limited partnership interest
</TABLE>

3.3 Pre-Merger Partnership Interests of Capital Partners. As of the
date hereof, the partnership interests in Capital are owned by Persons in
accordance with the Capital Partnership Agreement. Schedule A, attached hereto
and by this reference incorporated herein, sets forth such partnership
interests and the owners thereof after giving effect to the elections made by
Persons owning Class A Preferred Limited Partnership Interests in Capital.

3.4 Conversion of Partnership Interests. Upon the Merger, and
without any further action on the part of each Limited Partner, the Limited
Partnership Interests and warrants to purchase

- 4 -

<PAGE> 5

Limited Partnership Interests beneficially owned by each of the Limited
Partners whose names appear on Schedule A shall be converted into the right to
receive Shares, cash or warrants to purchase Shares ("Warrants") in the form
and content of Exhibit II attached hereto and by this reference incorporated
herein, as the case may be, as more particularly shown on Schedule A. The
general partnership interests in Capital held by the General Partner shall
remain outstanding.

3.5 Payment of Fixed Return Amount. Upon the Merger, the accrued and
undistributed Fixed Return Amount as of the Effective Date shall be paid in the
manner hereinafter provided to the holders of Preferred Limited Partnership
Interests in accordance with their proportionate interests therein, as provided
in the Capital Partnership Agreement. Such payments shall be made by check
mailed by the Company to such holders within thirty (30) days following the
Effective Date. No interest shall accrue on such Fixed Return Amount paid in
accordance with the provisions hereof.

3.6 Rights and Obligations of Partners of Surviving Limited
Partnership. The rights and, subject to Section 17-211 of the Partnership Act,
obligations of the partners of the Surviving Limited Partnership shall be as
set forth in the Agreement and Certificate of Limited Partnership of the
Surviving Limited Partnership.

3.7 Demand Notes. The General Partner currently holds promissory
notes from the holders of the Limited Partnership Interests, in the aggregate
principal amount of $__________. Upon the merger, such promissory notes will be
cancelled by the General Partner, and the Company, as the sole limited partner
of the Surviving Limited Partnership, shall deliver to the General Partner a
promissory note in the principal amount of $__________, payable to the General
Partner on the same terms and conditions as the cancelled promissory notes.

ARTICLE 4

MISCELLANEOUS

4.1 Registration Rights Agreement. The Registration Rights Agreement
dated as of April 26, 1996 between Capital and the other persons set forth on
the signature page thereof shall be amended as of the Effective Date as
required in Section 2.01 thereof to provide for registration rights applicable
to shares issued upon the Merger or issuable upon the exercise of Warrants.
Certificates evidencing Shares and Warrants issuable upon the Merger or upon
the exercise of Warrants shall bear appropriate legends as to the
non-registration of such Shares and Warrants under the Securities Act of 1933,
as amended.

4.2 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without reference to the
conflict of law principles thereof.

4.3 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

- 5 -

<PAGE> 6

4.4 Captions and Section Headings. Captions and section headings
used herein are for convenience only and shall not have any effect in the
interpretation or enforcement hereof.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

SLI TRANSITORY, L.P.

BY: STAFF ACQUISITION, INC.,
GENERAL PARTNER

BY:
---------------------------------------
NAME: CHARLES S. CRAIG
TITLE: CHAIRMAN OF THE BOARD OF
DIRECTORS

STAFF CAPITAL, L.P.

BY: STAFF ACQUISITION, INC.,
GENERAL PARTNER

BY:
---------------------------------------
NAME: CHARLES S. CRAIG
TITLE: CHAIRMAN OF THE BOARD OF
DIRECTORS

STAFF ACQUISITION, INC.

BY:
------------------------------------------------
NAME: CHARLES S. CRAIG
TITLE: CHAIRMAN OF THE BOARD OF DIRECTORS

STAFF LEASING, INC.

BY:
------------------------------------------------
NAME: RICHARD A. GOLDMAN
TITLE: PRESIDENT

- 6 -

<PAGE> 7

SCHEDULE A

SCHEDULE OF OWNERSHIP OF PARTNERSHIP INTERESTS
IN CAPITAL AS OF , 1997
----------------

I. General Partnership Interest Staff Acquisition, Inc. 1.0000%

II. Limited Partnership Interests:

A. Common limited partnership interests:

Name of Holder Participation Percentage

B. Class A limited partnership interests with respect to which
an election pursuant to Section 3A.6 of the Capital
Partnership Agreement has been made ("Section 3A.6 Limited
Partnership Interests"):

Name of Holder Participation Percentage

C. Class A limited partnership interests with respect to which
an election under Section 3A.8 of the Capital Partnership
Agreement has been made ("Section 3A.8 Limited Partnership
Interests"):

Name of Holder Participation Percentage

D. Class B limited partnership interests:

Name of Holder Participation Percentage

- 7 -

<PAGE> 8

SCHEDULE OF CONSIDERATION RECEIVED
PURSUANT TO MERGER

1. Common Limited Partnership Interests:

Name of Holder Number of Shares

2. Section 3A.6 Limited Partnership Interests:

Warrant to Purchase
Name of Holder Amount of Cash Number of Shares Indicated

3. Section 3A.8 Limited Partnership Interests:

Name of Holder Amount of Cash Number of Shares

4. Class B Limited Partnership Interests:

Name of Holder Amount of Cash

- 8 -

<PAGE> 9

EXHIBIT II

FORM OF WARRANT
(EXPIRES MARCH 31, 2001)

See Exhibit 4.4

To Registration Statement

<PAGE> 10

EXHIBIT "I"
TO MERGER AGREEMENT

SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
STAFF CAPITAL, L.P.

by and between

STAFF LEASING, INC.

and

STAFF ACQUISITION, INC.

<PAGE> 11

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE I DEFINITIONS................................................................................. 2

1.1 Act......................................................................................... 2
1.2 Affiliate................................................................................... 2
1.3 Agreement................................................................................... 2
1.4 Bankruptcy Action........................................................................... 2
1.5 Certificate................................................................................. 3
1.6 Event of Withdrawal......................................................................... 3
1.7 Fiscal Year................................................................................. 3
1.8 Interim Period.............................................................................. 3
1.9 Liquidating Partner......................................................................... 3
1.10 Operating Partnerships...................................................................... 3
1.11 Original Partnership Agreement.............................................................. 3
1.12 Partner, Limited Partner, and General Partner............................................... 3
1.13 Percentage Interests........................................................................ 3
1.14 Person...................................................................................... 3
1.15 Third Party................................................................................. 3

ARTICLE II ............................................................................................ 4

2.1 Formation................................................................................... 4
2.2 Name........................................................................................ 4
2.3 Character of Business....................................................................... 4
2.4 Principal Office; Registered Office......................................................... 5
2.5 Fiscal Year; Fiscal Period.................................................................. 5
2.6 Filing...................................................................................... 5
2.7 Title to Property........................................................................... 5
2.8 Payments of Individual Obligations.......................................................... 5

ARTICLE III PURPOSE AND POWERS.......................................................................... 6

3.1 Purpose..................................................................................... 6
3.2 Powers...................................................................................... 6

ARTICLE IV CAPITALIZATION, ALLOCATIONS AND DISTRIBUTIONS............................................... 6

4.1 Capital Accounts............................................................................ 6
4.2 Repayment of Partners' Capital.............................................................. 6
4.3 Allocations................................................................................. 6
4.4 Distributions............................................................................... 6
4.5 Distribution Upon Dissolution and Liquidation............................................... 7
4.6 Accounting Method........................................................................... 7
</TABLE>

<PAGE> 12

<TABLE>
<S> <C> <C>
ARTICLE V COSTS AND EXPENSES.......................................................................... 7

5.1 Organizational and Other Costs.............................................................. 7
5.2 Operating Costs............................................................................. 7

ARTICLE VI MANAGEMENT.................................................................................. 8

6.1 Rights and Duties of the Limited Partners................................................... 8
6.2 Powers of the General Partner............................................................... 8
6.3 Exculpation................................................................................. 10
6.4 Other Activities............................................................................ 11
6.5 Reliance by Third Parties................................................................... 11

ARTICLE VII COMPENSATION................................................................................ 12

ARTICLE VIII ACCOUNTS.................................................................................... 12

8.1 Books and Records........................................................................... 12
8.2 Reports, Returns and Audits................................................................. 12

ARTICLE IX TRANSFERS................................................................................... 14

9.1 Transfer of General Partner's Interest...................................................... 14
9.2 Transfer of Limited Partner's Interest...................................................... 14

ARTICLE X DISSOLUTION................................................................................. 15

10.1 Events of Dissolution....................................................................... 15
10.2 Appointment of Liquidating Partner.......................................................... 15
10.3 Distributions and Other Matters............................................................. 16
10.4 Distributions of Property................................................................... 16
10.5 Actions of the Liquidating Partner; Statements of Accounts.................................. 17

ARTICLE XI MISCELLANEOUS............................................................................... 17

11.1 Headings.................................................................................... 17
11.2 Waivers and Amendments...................................................................... 17
11.3 Severability................................................................................ 17
11.4 Governing Law............................................................................... 17
11.5 Successors; Assignability................................................................... 18
11.6 Entire Agreement............................................................................ 18
11.7 Waiver of Action for Partition.............................................................. 18
11.8 Grammar..................................................................................... 18
11.9 Counterparts................................................................................ 18
11.10 Notices..................................................................................... 18
</TABLE>

<PAGE> 13

<TABLE>
<S> <C> <C>
ARTICLE I DEFINITIONS................................................................................. 2

1.1 Act......................................................................................... 2
1.2 Affiliate................................................................................... 2
1.3 Bankruptcy Action........................................................................... 2
1.4 Certificate................................................................................. 3
1.5 Event of Withdrawal......................................................................... 3
1.6 Fiscal Year................................................................................. 3
1.7 Interim Period.............................................................................. 3
1.8 Liquidating Partner......................................................................... 3
1.9 Operating Partnerships...................................................................... 3
1.10 Partner, Limited Partner, and General Partner............................................... 3
1.11 Percentage Interests........................................................................ 3
1.12 Person...................................................................................... 3
1.13 Third Party................................................................................. 3

ARTICLE II...................................................................................................... 3

2.1 Formation................................................................................... 3
2.2 Name........................................................................................ 4
2.3 Character of Business....................................................................... 4
2.4 Principal Office; Registered Office......................................................... 4
2.5 Fiscal Year; Fiscal Period.................................................................. 5
2.6 Filing...................................................................................... 5
2.7 Title to Property........................................................................... 5
2.8 Payments of Individual Obligations.......................................................... 5

ARTICLE III PURPOSE AND POWERS.......................................................................... 5

3.1 Purpose..................................................................................... 5
3.2 Powers...................................................................................... 5

ARTICLE IV CAPITALIZATION, ALLOCATIONS AND DISTRIBUTIONS............................................... 6

4.1 Capital Accounts............................................................................ 6
4.2 Repayment of Partners' Capital.............................................................. 6
4.3 Allocations................................................................................. 6
4.4 Distributions............................................................................... 6
4.5 Distribution Upon Dissolution and Liquidation............................................... 6
4.6 Accounting Method........................................................................... 7

ARTICLE V COSTS AND EXPENSES.......................................................................... 7

5.1 Organizational and Other Costs.............................................................. 7
5.2 Operating Costs............................................................................. 7
</TABLE>

iii

<PAGE> 14

<TABLE>
<S> <C>
ARTICLE VI MANAGEMENT.................................................................................. 7

6.1 Rights and Duties of the Limited Partners................................................... 7
6.2 Powers of the General Partner............................................................... 8
6.3 Exculpation................................................................................. 10
6.4 Other Activities............................................................................ 10
6.5 Reliance by Third Parties................................................................... 10

ARTICLE VII COMPENSATION................................................................................ 11

ARTICLE VIII ACCOUNTS.................................................................................... 11

8.1 Books and Records........................................................................... 11
8.2 Reports, Returns and Audits................................................................. 11

ARTICLE IX TRANSFERS................................................................................... 13

9.1 Transfer of General Partner's Interest...................................................... 13
9.2 Transfer of Limited Partner's Interest...................................................... 14

ARTICLE X DISSOLUTION................................................................................. 14

10.1 Events of Dissolution....................................................................... 14
10.2 Appointment of Liquidating Partner.......................................................... 14
10.3 Distributions and Other Matters............................................................. 15
10.4 Distributions of Property................................................................... 16
10.5 Actions of the Liquidating Partner; Statements of Accounts.................................. 16

ARTICLE XI MISCELLANEOUS............................................................................... 16

11.1 Headings.................................................................................... 16
11.2 Waivers and Amendments...................................................................... 16
11.3 Severability................................................................................ 16
11.4 Governing Law............................................................................... 17
11.5 Successors; Assignability................................................................... 17
11.6 Entire Agreement............................................................................ 17
11.7 Waiver of Action for Partition.............................................................. 17
11.8 Grammar..................................................................................... 17
11.9 Counterparts................................................................................ 17
11.10 Notices..................................................................................... 17
</TABLE>

EXHIBIT A: Capital Accounts

EXHIBIT B: Operating Partnerships

<PAGE> 15

SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
STAFF CAPITAL, L.P.

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
("Agreement") OF STAFF CAPITAL, L.P. (the "Partnership") is made as of
the ____ day of _______, 1997, by and between STAFF LEASING, INC., a Florida
corporation (the "Limited Partner"), and STAFF ACQUISITION, INC., a Delaware
corporation (the "General Partner"). The Limited Partner and the General
Partner may be referred to collectively herein as the Partners.

RECITALS

WHEREAS, the Partnership has been duly organized as a limited
partnership under the laws of the State of Delaware pursuant to the Agreement
of Limited Partnership, dated as of November 1, 1993, as amended by the First
Amendment, dated as of April 15, 1996, as amended and restated by the Amended
and Restated Agreement of Limited Partnership of Staff Capital, L.P., dated as
of April 26, 1996, as amended by Amendment No. 1 to Partnership Agreement,
dated as of February 28, 1997 (collectively, the "Original Partnership
Agreement"); and

WHEREAS, the Certificate of Limited Partnership of the Partnership was
filed on September 13, 1993 with the Secretary of State of the State of
Delaware pursuant to the Delaware Revised Uniform Limited Partnership Act, as
amended; and

WHEREAS, upon consummation of the merger of SLI Transitory, L.P., a
Delaware limited partnership, with and into the Partnership and the
consummation of certain concurrent transactions, the Partners became the sole
general and limited partners of the Partnership; and

WHEREAS, the Partners desire to amend and restate the Original
Partnership Agreement to give effect to, among other things, such merger and
other concurrent transactions; and

WHEREAS, the Partners wish to set forth their understandings and
agreements with respect to the organization and operation of the Partnership
and certain other matters.

<PAGE> 16

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises of the parties hereto, and of other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree and certify as
follows, and the Original Partnership Agreement is hereby amended and restated
in its entirety as hereinafter provided:

ARTICLE I

DEFINITIONS

The following terms as used in this Agreement shall have the
respective meanings specified below:

1.1 Act: As defined in Section 2.1(a).

1.2 Affiliate: As to any Person, any other Person which directly or
indirectly controls, or is under common control with, or is controlled by, such
Person. As used in this definition, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction
of the management or policies (whether through the ownership of securities or
partnership or other ownership interests, by contract or otherwise).

1.3 Agreement: As defined in the preamble of this Agreement.

1.4 Bankruptcy Action: Any of the following:

(i) Taking any action that might cause such Person to
become insolvent;

(ii) Commencing any case, proceeding or other action on
behalf of such Person under any existing or future
law of any jurisdiction relating to bankruptcy,
insolvency, reorganization or relief of debtors;

(iii) Instituting proceedings to have such Person
adjudicated as bankrupt or insolvent;

(iv) Consenting to the institution of bankruptcy or
insolvency proceedings against such Person;

(v) Filing a petition or consent to a petition seeking
reorganization, arrangement, adjustment, winding-up,
dissolution, composition, liquidation or other
relief

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<PAGE> 17

on behalf of such Person of its debts under any
federal or state law relating to bankruptcy;

(vi) Seeking or consenting to the appointment of a
receiver, liquidator, assignee, trustee,
sequestrator, custodian or similar official for such
Person or a substantial portion of its properties;

(vii) Making any assignment for the benefit of such
Person's creditors; or

(viii) Taking any action in furtherance of any of the
foregoing.

1.5 Certificate: As defined in Section 2.1(a).

1.6 Event of Withdrawal: As defined in Section 10.1(b).

1.7 Fiscal Year: As defined in Section 2.5.

1.8 Interim Period: As defined in Section 2.5.

1.9 Liquidating Partner: As defined in Section 10.2(a).

1.10 Operating Partnerships: Those partnerships listed in Exhibit
B, attached hereto and by this reference incorporated herein,
together with any other partnership(s) organized to engage in
the employee leasing business and operations related thereto
if the Partnership hereafter acquires a limited partnership
interest therein.

1.11 Original Partnership Agreement: As defined in the first
recital of this Agreement.

1.12 Partner, Limited Partner, and General Partner: As defined in
the preamble of this Agreement.

1.13 Percentage Interests: As defined in Section 2.1(b).

1.14 Person: An individual, corporation, partnership, trust,
association, limited liability company or other entity.

1.15 Third Party: As defined in Section 6.5.

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<PAGE> 18

ARTICLE II

2.1 Formation.

(a) The Partners hereby authorize, adopt, ratify and
approve in all respects the preparation, execution
and filing by the General Partner of the Certificate
of Limited Partnership of the Partnership (the
"Certificate"), and all other actions of the General
Partner with respect to the formation of the
Partnership as a limited partnership under the
Delaware Revised Uniform Limited Partnership Act, as
amended (the "Act") and its qualification as a
foreign limited partnership as deemed necessary by
the General Partner, and further authorize the
General Partner to prepare, execute and file in the
name and on behalf of the Partnership such
amendments to the Certificate of Limited Partnership
of the Partnership, such additional applications for
qualification as a foreign limited partnership, and
such amendments to applications heretofore or
hereafter filed, all as the General Partner may deem
necessary or advisable, including, without
limitation, such applications, amendments and other
instruments as may be necessary or appropriate to
give effect to the amendment and restatement of the
Original Partnership Agreement pursuant to this
Agreement.

(b) The Partners of the Partnership have the following
percentage interests in the Partnership (the
"Percentage Interests"):

<TABLE>
<CAPTION>
Percentage Interest
Partner in Partnership
------- --------------
<S> <C>
Staff Acquisition, Inc. 1%
(general partnership
interest)

Staff Leasing, Inc. 99%
(limited partnership of
interest)

Total 100%
</TABLE>

2.2 Name. The name of the Partnership shall be Staff Capital, L.P.,
or such other name or names as designated by the General Partner from time to
time.

2.3 Character of Business. The business of the Partnership shall be:

(a) to purchase and hold (i) the sole limited
partnership interest in each of the Operating
Partnerships and (ii) any equity interest in each
other partnership

-4-

<PAGE> 19

organized to engage in the employee leasing business
and operations related thereto; and

(b) to exercise all rights, powers and privileges
incident thereto and to conduct any other business
or activity which may lawfully be conducted by a
limited partnership under the Act.

2.4 Principal Office; Registered Office.

(a) The location of the principal office of the
Partnership shall be 600 301 Boulevard West,
Bradenton, Florida 34205, or such other place as the
General Partner deems advisable from time to time.

(b) The initial address of the Partnership's registered
office in Delaware shall be 1209 Orange Street,
Wilmington, New Castle County, Delaware 19081, and
its registered agent for service of process in
Delaware shall be CT Corporation System located at
such address.

2.5 Fiscal Year; Fiscal Period. The fiscal year of the Partnership
(the "Fiscal Year") for Partnership accounting and tax purposes shall be the
calendar year. A fiscal period of the Partnership (a "Fiscal Period") shall
mean each period that starts on the first day of a Fiscal Year or on an Interim
Date (as hereinafter defined) and ends on the last day of a Fiscal Year or on
the day before an Interim Date, without any intervening Interim Dates. An
"Interim Date" shall mean any day of any Fiscal Year after the beginning of
such Fiscal Year if a contribution to capital is made as of such date or the
day following any date other than the last day of a Fiscal Year on or as of
which a withdrawal or distribution of capital is made.

2.6 Filing. The Partners shall execute such further documents
(including amendments to the Certificate) and take such further action as is
appropriate to comply with the requirements of law for the formation or
operation of a partnership in all states and countries where the Partnership
may conduct its business. Upon the dissolution of the Partnership, the General
Partner shall promptly execute and cause to be filed certificates of
dissolution in accordance with the Act and the laws of any other states or
jurisdictions in which the Partnership has filed certificates.

2.7 Title to Property. All real and personal property owned by the
Partnership shall be owned by the Partnership as an entity, and no Partner
shall have any ownership interest in such property in its individual name or
right. Each Partner's interest in the Partnership shall be personal property
for all purposes.

2.8 Payments of Individual Obligations. The Partnership's credit and
assets shall be used solely for the benefit of the Partnership, and no asset of
the Partnership shall be transferred or encumbered for or in payment of any
individual obligation of any Partner unless all Partners consent thereto.

-5-

<PAGE> 20

ARTICLE III

PURPOSE AND POWERS

3.1 Purpose. The Partnership was formed for the purpose of engaging in
any lawful act or activity for which partnerships may be organized under the
Act. In relation to the foregoing, the Partnership may make any expenditures or
investments, take any and all action, and engage in any and all activity
incidental or reasonably related to any purpose of the Partnership.

3.2 Powers. Subject to all the terms and provisions hereof, the
Partnership shall have the power to make and perform all contracts and engage
in all activities and transactions necessary or advisable to carry out the
purposes of the Partnership including all powers available to it as a
partnership under the Act and the laws of the State of Delaware.

ARTICLE IV

CAPITALIZATION, ALLOCATIONS AND DISTRIBUTIONS

4.1 Capital Accounts. Each Partner's capital account as of the date of
this Agreement shall be as set forth opposite such Partner's name on Exhibit A,
attached hereto and by this reference incorporated herein. From time to time as
necessary, the General Partner shall make capital contributions to the
Partnership in cash, check or other property, in an amount necessary to
maintain the General Partner's capital account balance, as determined under
Treasury Regulation Section 1.704-1(b)(2)(iv), at a level that equals one
percent (1%) of the aggregate amount of the capital accounts, as determined
under Treasury Regulation Section 1.704-1(b)(2)(iv), of all the Partners. The
Partnership shall maintain capital accounts for each Partner in accordance with
such Treasury Regulation Section. The Partners shall otherwise make capital
contributions in such other amounts as may be agreed to by the Partners.

4.2 Repayment of Partners' Capital. No specific time has been agreed
upon for the repayment of the Partners' capital accounts with the Partnership,
and no Partner or any successor-in-interest shall have any right to withdraw or
reduce such Partner's capital account. The Partners shall receive no interest
on account of their respective capital account balances. The Partners shall
have no personal liability for the repayment of any other Partner's capital
account or any returns thereon.

4.3 Allocations. Except as otherwise required by Internal Revenue Code
Section 704(b) and the Treasury Regulations promulgated thereunder, all items
of income, gain, loss or deduction shall be allocated among the Partners in
proportion to their respective Percentage Interests.

4.4 Distributions. Except as contemplated under Section 4.5, the
Partners hereby agree that the Partnership shall make distributions during the
term of this Agreement only as follows:

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<PAGE> 21

(a) The Partnership shall make all such distributions as
the Limited Partner shall authorize and approve in
writing.

(b) The Partnership shall distribute, on a quarterly
basis which is timely and appropriate for each
Partner, an amount intended to enable the Partners
(or any Person whose tax liability is determined by
reference to the income of the Partners) to
discharge their United States federal and
approximate state income tax liabilities arising
from the recognition of taxable income and gain of
the Partnership by such Partners, taking into
account the need to pay estimated taxes. Each
distribution in respect of taxes made hereunder
shall be allocated in a manner that takes into
account the type and amounts of taxable income and
gain allocated to the Partners for the period with
respect to which such distribution is being made.

4.5 Distribution Upon Dissolution and Liquidation. Upon the
dissolution and liquidation of the Partnership, all proceeds from liquidation
and other property of the Partnership shall be distributed in accordance with
Article X.

4.6 Accounting Method. The books and records of account of the
Partnership shall be maintained in accordance with the accrual method of
accounting.

ARTICLE V

COSTS AND EXPENSES

5.1 Organizational and Other Costs. The Partnership shall pay or
cause to be paid all costs and expenses incurred in connection with the
formation and organization of the Partnership and with this Agreement and the
transactions contemplated hereby. Such costs and expenses shall in each case
include, without limitation, any and all related legal, accounting, consulting,
filing and registration costs. The Partnership shall reimburse the General
Partner for any out-of-pocket costs and expenses described in this Section 5.1
and incurred by the General Partner.

5.2 Operating Costs. The Partnership shall (a) pay or cause to be
paid all costs and expenses of the Partnership incurred in pursuing and
conducting, or otherwise related to, the business of the Partnership, and (b)
reimburse the General Partner for any out-of-pocket costs and expenses incurred
by it in connection therewith.

-7-

<PAGE> 22

ARTICLE VI

MANAGEMENT

6.1 Rights and Duties of the Limited Partners.

(a) Except as permitted by the Act and provided in this
Agreement, the Limited Partner shall take no part
whatever in the control, management, direction or
operation of the affairs of the Partnership and
shall have no power to act for or bind the
Partnership.

(b) Pursuant to and except as provided by the Act (and
provided that the Limited Partner does not, in
addition to the exercise of its rights and powers as
a Limited Partner, take part in the control of the
business of the Partnership), the Limited Partner
shall not be liable for losses or debts of the
Partnership beyond the aggregate amount of the
Limited Partner's Capital Account.

6.2 Powers of the General Partner.

(a) The General Partner shall have full and complete
charge of all affairs of the Partnership, and the
management and control of the Partnership's business
shall rest exclusively with the General Partner,
subject to the terms and conditions of this
Agreement. Except as otherwise provided in this
Agreement, the General Partner shall possess all of
the rights and powers under Delaware law of a
partner in a partnership without limited partners.
The General Partner shall be required to devote to
the conduct of the business of the Partnership only
such time and attention as it determines, in its
sole and absolute discretion, to be necessary to
accomplish the purposes, and to conduct properly the
business, of the Partnership.

(b) Subject to the limitations set forth in this
Agreement, the General Partner shall perform or
cause to be performed all management and operational
functions relating to the business of the
Partnership. The General Partner's board of
directors shall oversee the management of the
Partnership and shall have the power to appoint
officers to manage and direct the day-to-day
operations of the Partnership. By executing this
Agreement, each Limited Partner shall be deemed to
have consented to any exercise by the General
Partner of such powers.

(c) Notwithstanding anything in this Agreement to the
contrary, the General Partner shall not take or
cause to be taken the following actions without the
prior written consent of the Limited Partner:

-8-

<PAGE> 23

(i) The dissolution, winding up, merger or
consolidation of the Partnership or the
sale of all or a material portion of the
assets of the Partnership or of the
Operating Partnerships (taken as a whole);

(ii) A material change in the general nature of
the business of the Partnership or a
material change in the general nature of
the businesses of the Operating
Partnerships (taken as a whole);

(iii) Admission of additional Limited Partners;

(iv) Admission of additional limited partners to
any of the Operating Partnerships;

(v) Entering into any transaction with any
Affiliate of the General Partner;

(vi) Establishing any limitations on the
distribution of cash flow;

(vii) Amending the Certificate or this Agreement;

(viii) Guarantying, directly or indirectly, any
Person's obligation, including but not
limited to, entering into agreements to
purchase an obligation of any Person;

(ix) Effecting any other transaction not in the
ordinary course of business that results in
the Partnership's receipt (other than as
capital contributions) or payment of cash
or other consideration;

(x) Confession of any judgment against the
Partnership or compromise of any claim
against the Partnership;

(xi) Causing the Partnership to dissolve or
terminate prior to December 31, 2023;

(xii) Performance of any act in contravention of
this Agreement or any act that makes it
impossible to carry on the business of the
Partnership;

(xiii) Action to initiate, defend, adjust, settle,
compromise, or pay any material claim,
obligation, debt, demand, suit, litigation,
or judgment by or against the Partnership;

-9-

<PAGE> 24

(xiv) Any Bankruptcy Action;

(xv) Borrowing funds or incurring expenditures
(whether on a secured or unsecured basis);
and

(d) The General Partner, to the extent the General
Partner determines that it is required or otherwise
in the best interests of the Partnership, may
acquire, hold and transfer, or cause to be acquired,
held and transferred, any property of the
Partnership in the name of the Partnership or a
nominee, agent or trustee for the Partnership
(including the General Partner acting as such) and
enter into, or cause to be entered into, agreements
or transactions for and on behalf of the
Partnership, in the name of the General Partner or
such nominee, agent or trustee; provided, however,
that the General Partner or such nominee, agent or
trustee, in so acting, shall act solely as agent
for, and on behalf of, the Partnership and shall use
its best efforts to conduct the business of the
Partnership so as to ensure that each party to any
such material agreement or transaction will be given
actual notice that the entire beneficial interest in
such agreement or transaction (including without
limitation any assets covered thereby) is in the
name of the Partnership, rather than in the name of
the General Partner or any such other person; and
provided, further, however, that the Partnership's
limited partnership interest in the Operating
Partnership shall not be held in any name other than
that of the Partnership. All title to property
beneficially owned by the Partnership and held by
the General Partner or such nominee, agent or
trustee shall be held in the name of the latter
solely as nominee, agent or trustee for, and on
behalf of, the Partnership. The General Partner
shall have no power or authority to hold or own, or
to cause to be held or owned, any title or interest
in any such property on behalf of itself or any such
nominee, agent or trustee.

6.3 Exculpation. Neither the General Partner nor its Affiliates, nor
any of their respective officers, directors, shareholders, partners, employees
or agents, shall be liable, in damages or otherwise, to the Partnership or any
of the Partners for any act or omission performed or omitted by the General
Partner pursuant to the authority granted by this Agreement, except if such act
or omission primarily results from the General Partner's or such other Person's
own fraud, bad faith, gross negligence, or willful misconduct. The Partnership
shall indemnify, defend and hold harmless the General Partner, its Affiliates
and their respective officers, directors, shareholders, partners, employees and
agents, from and against any and all claims or liabilities of any nature
whatsoever, including reasonable attorneys' fees, arising out of or in
connection with any action taken or omitted by the General Partner, its
Affiliates or their respective officers, directors, shareholders, partners,

-10-

<PAGE> 25

employees or agents pursuant to the authority granted by this Agreement, except
where primarily attributable to the fraud, bad faith, gross negligence, or
willful misconduct of the General Partner, its Affiliates or their respective
officers, directors, shareholders, partners, employees or agents. The General
Partner shall be entitled to rely on the advice of counsel, public accountants
or other independent experts experienced in the matter at issue, and any act or
omission of the Partnership pursuant to such advice shall in no event subject
the General Partner to liability to the Partnership or any Partner.

6.4 Other Activities. Any Partner may engage in or possess an interest
in other business ventures of any nature or description, independently or with
others, whether presently existing or hereafter created, and neither the
Partnership nor any Partner shall have any rights in or to such independent
ventures or the income or profits derived therefrom.

6.5 Reliance by Third Parties. Notwithstanding any other provision of
this Agreement to the contrary, no third-party lender or purchaser, including
any purchaser of property from the Partnership or any other Person dealing with
the Partnership (a "Third Party"), shall be required to look to the application
of proceeds hereunder or to verify any representation by the General Partner as
to the extent of the interest in the assets of the Partnership that the General
Partner is entitled to encumber, sell or otherwise use, and any such lender or
purchaser shall be entitled to rely exclusively on the representations of the
General Partner as to its authority to enter into such financing or sale
arrangements and shall be entitled to deal with the General Partner as if it
were the sole party in interest therein, both legally and beneficially. Each
Limited Partner and any assignee thereof hereby waives any and all defenses or
other remedies that may be available against any Third Party dealing with the
Partnership to contest, negate or disaffirm any action of the General Partner
in connection with any sale or financing. In no event shall any Person dealing
with the General Partner or the General Partner's representative with respect
to any business or property of the Partnership be obligated to ascertain that
the terms of this Agreement have been complied with, or be obligated to inquire
into the necessity or expediency of any act or action of the General Partner or
the General Partner's representative; and every contract, agreement, deed,
mortgage, security agreement, promissory note or other instrument or document
executed by the General Partner or the General Partner's representative with
respect to any business or property of the Partnership shall be conclusive
evidence in favor of any and every Person relying thereon or claiming
thereunder that (a) at the time of the execution and/or delivery thereof this
Agreement was in full force and effect, (b) such instrument or document was
duly executed in accordance with the terms and provisions of this Agreement and
is binding upon the Partnership, and (c) the General Partner or the General
Partner's representative was duly authorized and empowered to execute and
deliver any and every such instrument or document for and on behalf of the
Partnership.

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<PAGE> 26

ARTICLE VII

COMPENSATION

The General Partner shall be entitled, in accordance with Article V,
to reimbursement of all of its expenses attributable to the performance of its
obligations hereunder. No amount so paid to the General Partner shall be deemed
to be a distribution of Partnership assets for purposes of this Agreement or
the Act. Except for reimbursement of its expenses and its right to
distributions and share of profits and losses as provided in this Agreement,
the General Partner shall not receive any compensation for its services as
such.

ARTICLE VIII

ACCOUNTS

8.1 Books and Records. The General Partner shall maintain
appropriate books and records with respect to the Partnership's affairs at the
Partnership's principal office or other offices. Upon reasonable notice to the
General Partner, each Limited Partner shall have the rights of access to
information regarding the Partnership as set forth in Section 17-305 of the Act
or otherwise required by law.

8.2 Reports, Returns and Audits.

(a) The books of account shall be closed promptly after
the end of each Fiscal Year. Within ninety days
thereafter, the General Partner shall deliver a
written report to each Person who was a Partner at
any time during such Fiscal Year, which shall
include a statement of profits and losses and a
statement of cash flows for the Fiscal Year, and a
balance sheet as of the close of the Fiscal Year,
none of which need be audited. The report shall also
contain statements describing transactions by the
Partnership with the General Partner or its
Affiliates and such additional statements with
respect to the status of the Partnership business
and the distribution of Partnership funds as are
considered necessary by the General Partner in its
sole discretion to advise all Partners properly
about their investments in the Partnership.

(b) Prior to March 1 of each calendar year, each Partner
shall be provided with an information letter with
respect to its distributive share of income, gains,
deductions, losses and credits for income tax
reporting purposes for the previous Fiscal Year
together with any other information concerning the
Partnership necessary for the preparation of a
Partner's income tax return(s). With the sole
exception of mathematical errors in computation, the
information contained therein shall be deemed
conclusive and binding upon

-12-

<PAGE> 27

such Partner unless written objection shall be
lodged with the General Partner within ninety days
after the giving of such reports to such Partner.

(c) The General Partner shall also furnish the Partners
with (i) such periodic reports concerning the
Partnership's business and activities as are
considered necessary by the General Partner in its
sole discretion, both as to content and frequency of
reports, to advise all Partners properly regarding
their respective investments in the Partnership,
available to (ii) copies of all reports and
information filed by the Partnership with the U.S.
Securities and Exchange Commission, and (iii) such
other information reasonably requested by the
Limited Partner regarding the business and assets of
the Partnership which is regularly prepared by the
management of the Partnership. Such information will
be held in confidence by the Limited Partner and
will not be disclosed to any third party without the
consent of the Partnership, unless required by law
to be so disclosed.

(d) The General Partner shall prepare or cause to be
prepared all federal, state and local tax returns of
the Partnership for each year for which such returns
are required to be filed under applicable law; it
being understood that, to the extent permitted by
law, for purposes of preparing such returns, the
Partnership shall use the Fiscal Year. The
Partnership shall prepare and furnish to the
Partners all foreign tax returns on behalf of the
Partners, if necessary where the obligation to file
results from the ownership of Partnership interests.
The General Partner may (but need not), in its sole
and absolute discretion, make any elections under
the Code, including the election under Section 754
of the Code, and the General Partner shall be
absolved from all liability for any and all
consequences to any previously admitted or
subsequently admitted Partners resulting from its
making or failing to make any such election;
provided that in connection with the transfer of the
Limited Partner's Partnership interest hereunder, if
requested in writing by the transferring Limited
Partner to make an election under Section 754 of the
Code, the General Partner shall cause such election
to be made; and provided, further, that the General
Partner shall only be obligated to make such
election if the Limited Partner requesting that such
election be made agrees in writing to reimburse the
Partnership for all of its out-of-pocket expenses,
including accounting, legal and appraisal fees,
incurred by the Partnership in connection with the
making of such election.

(e) Each Partner agrees that, in respect of any period
in which it has or had any interest in the
Partnership, it shall not (i) treat on its income
tax returns any item of income, gain, loss,
deduction or credit relating to its interest in the
Partnership in a manner inconsistent with the
treatment of such item by the Partnership as
reflected on the Form K-1 or other information
statement furnished by the Partnership to such
Partner for use in preparing its income

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<PAGE> 28

tax returns or (ii) file any claim for refund
relating to any such item based upon, or which would
result in, such inconsistent treatment.

(f) The General Partner shall be the "tax matters
partner" as that term is defined inss.6231(a)(7) of
the Code. In that capacity, in the event of an
income tax audit of any Partnership return, to the
extent the Partnership is treated as an entity for
purposes of the audit, including administrative
settlement and judicial review, the General Partner
shall be authorized to act for and represent the
Partnership, and to enter into a settlement
agreement within the meaning ofss.6224(c)(1) of the
Code (or comparable provisions under state or local
law) to which each Partner agrees to be bound. All
elections permitted to be made by the Partnership
under federal, state or other applicable laws shall
be made by the General Partner in its sole
discretion. All expenses incurred in connection with
any such audit shall be expenses of the Partnership.

ARTICLE IX

TRANSFERS

9.1 Transfer of General Partner's Interest. The General
Partner shall have the right at any time, subject to obtaining the prior
written consent of the Limited Partner, to (a) withdraw from the Partnership
or (b) transfer all or any portion of its general partnership interest and
admit the transferee thereof as the General Partner. If the General Partner
wishes to withdraw or to transfer any portion of its general partnership
interest, it must give written notice of such intention to the Limited Partner,
which shall have twenty (20) days to reply after such notice has been sent.
Neither a merger of the General Partner with and into another person or of
another person with and into the General Partner, a change in the holders of
the capital stock of the General Partner, nor an assignment or transfer of a
general partnership interest (including the admission of such transferee as
the General Partner) upon any foreclosure or similar action pursuant to any
pledge thereof or grant of any security interest or lien therein or thereon,
shall constitute an assignment or transfer by the General Partner of its
interest in the Partnership.

9.2 Transfer of Limited Partner's Interest.

[ANY LIMITATIONS]

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<PAGE> 29

ARTICLE X

DISSOLUTION

10.1 Events of Dissolution. The Partnership shall continue until
December 31, 2023, unless sooner dissolved upon the earliest to occur of the
following events, which shall cause an immediate dissolution of the
Partnership:

(a) at any time, with the prior written consent of the
General Partner and the Limited Partner; or

(b) upon the occurrence of an event of withdrawal of the
General Partner (other than a permitted withdrawal
pursuant to Section 9.1 hereof) specified in
Sections 17-402 of the Act (an "Event of
Withdrawal"); provided, however, that upon the
occurrence of an Event of Withdrawal, the
Partnership shall not be dissolved if, within 120
days after the occurrence of such Event of
Withdrawal, the Limited Partner agrees in writing to
continue the business of the Partnership and to
select a successor general partner.

Notwithstanding anything to the contrary contained herein, the Partnership
shall not terminate until its affairs have been wound up and its assets
distributed as provided herein.

10.2 Appointment of Liquidating Partner.

(a) Upon the dissolution of the Partnership, if the
Partnership's business is not continued pursuant to
Section 9.1 hereof, the General Partner (provided it
then is a general partner of the Partnership) shall
act as Liquidating Partner on the terms hereinafter
set forth; or if it no longer is a general partner
of the Partnership, then the Limited Partner shall
select a Person (the "Liquidating Partner") to wind
up the affairs of the Partnership and to distribute
the Partnership's assets. Another Liquidating
Partner shall be selected (in the same manner and
for the same purpose) to succeed the Liquidating
Partner originally selected or any subsequently
selected successor whenever the Liquidating Partner
originally selected or any such subsequently
selected successor, as the case may be, fails for
any reason to carry out such purpose. The
Liquidating Partner so selected and acting hereunder
from time to time may be any general partner of the
Partnership or any other individual, corporate, or
general or limited partnership, shall be reasonably
compensated for its services hereunder (as and to
the extent authorized by the General Partner), and
shall proceed diligently to wind up the affairs of
the Partnership and distribute its assets in the
manner hereinafter provided.

(b) No Partner (other than the General Partner or any
other general partner of the Partnership) shall be
required to accept appointment as Liquidating
Partner.

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<PAGE> 30

10.3 Distributions and Other Matters. Promptly upon the
dissolution of the Partnership, if the Partnership's business is not continued
pursuant to Section 10.1 hereof, the Liquidating Partner (or its legal
representatives, heirs, successors or assigns) shall cause the cancellation of
the Certificate, and the Liquidating Partner shall liquidate the assets of the
Partnership and apply and distribute the proceeds of liquidation in the
following order of priority to the extent available:

(a) to payment of the debts and liabilities of the
Partnership (other than those to Partners) in the
order of priority provided by law; provided that the
Liquidating Partner shall first pay, to the extent
permitted by law, liabilities with respect to which
any Partner is or may be personally liable;

(b) to payment of the expenses of liquidation of the
Partnership in the order of priority provided by
law, provided that the Liquidating Partner shall
first pay, to the extent permitted by law, expenses
with respect to which any Partner is or may be
personally liable;

(c) to the setting up of such reserves as the
Liquidating Partner may deem reasonably necessary
for any contingent or unforeseen liabilities or
obligations of the Partnership arising out of or in
connection with the Partnership business, provided
that any such reserve shall be held by the
Liquidating Partner for the purposes of disbursing
such reserves in payment of any of the
aforementioned contingencies, and also provided that
at the expiration of such period as the Liquidating
Partner shall deem advisable (but in no case to
exceed sixty (60) months from the date of
dissolution unless an extension of time is consented
to by the Limited Partner), the remaining balance of
any such reserves shall be distributed in the manner
hereinafter provided;

(d) to the repayment of loans made by Partners to the
Partnership, first on account of interest and then
on account of principal;

(e) to the General Partner and the Limited Partner in
accordance with the positive balances of each
Partner's capital account [as determined under
Treasury Regulation Section 1.704-1(b)(2)(iv), after
giving effect to all contributions, distributions
and allocations for all periods] (with all of the
amounts determined under this Section 10.3 being
determined after taking into account all capital
account adjustments for the Partnership's taxable
year during which the liquidation occurs) and
otherwise in accordance with their respective
Percentage Interests.

10.4 Distributions of Property. If any property is distributed in
kind to any Partner, such property will be deemed to be sold for its fair
market value.

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<PAGE> 31

10.5 Actions of the Liquidating Partner; Statements of Accounts.

(a) During the period of liquidation (which will be such
reasonable time as may be required for the orderly
completion of liquidation and distribution as set
forth above), the Liquidating Partner, as trustee
for the benefit of all Partners as tenants in
common, will take any and all action necessary or
appropriate to complete such liquidation and
distribution as provided in this Article X, having
for such purpose all of the powers enumerated in
this Agreement and permitted under the Act necessary
or appropriate to accomplish the same.

(b) The Liquidating Partner will prepare a final
statement of the accounts of the Partnership as of
the date of termination, and, as promptly as
possible thereafter, a copy thereof will be
furnished to each Partner. Such statement will set
forth the actual or contemplated application and
distribution of the assets of the Partnership. Upon
completion of distribution as required hereby, a
further statement for the period of liquidation will
be so prepared by the Liquidating Partner and
furnished to each Partner.

ARTICLE XI

MISCELLANEOUS

11.1 Headings. The section headings of this Agreement do not form a
part of it, but are for convenience only and shall not limit or affect the
meaning of the provisions hereof.

11.2 Waivers and Amendments. No waiver by any Partner of any default
hereunder by the other Partner shall operate as a waiver of any other default
or of a similar default on a future occasion. No waiver of any term or
condition hereof by any Partner shall be effective unless the same shall be in
writing and signed by such Partner. No amendments, modifications or changes to
this Agreement shall be effective unless reduced to writing and signed by all
Partners.

11.3 Severability. In the event that any provision of this Agreement
is declared invalid, unenforceable or void to any extent by a court of
competent jurisdiction, such provision shall be modified, if possible, by
reducing its duration and scope to allow enforcement of the maximum permissible
duration and scope. In any event, such declaration shall not affect the
remaining provisions; and this Agreement shall be enforced as modified, or if
no modification is enforceable, as if such invalid clause had not been
included.

11.4 Governing Law. This Agreement, the rights and obligations of the
parties, and any claims and disputes relating thereto shall be subject to and
governed by the Act and the other laws of the State of Delaware, and such laws
shall govern all aspects of this Agreement.

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<PAGE> 32

11.5 Successors; Assignability. This Agreement shall be binding upon
and inure to the benefit of the Partners and their respective permitted
successors and permitted assigns. [This Agreement may not be assigned (in whole
or in part) by any Partner without the prior written consent of the other
Partner.]

11.6 Entire Agreement. This Agreement shall supersede all prior
agreements, communications, representations and understandings, either oral or
written, between the Partners with respect to the subject matter hereof.

11.7 Waiver of Action for Partition. Each of the parties hereto
irrevocably waives during the term of the Partnership any right that it may
have to maintain any action for partition with respect to the property of the
Partnership.

11.8 Grammar. When the context in which words are used in this
Agreement indicates that such is the intent, words in the singular number shall
include the plural and vice versa, and words in the masculine gender shall
include the feminine and neuter genders and vice versa.

11.9 Counterparts. This Agreement may be executed in any number of
counterparts; and all counterparts so executed shall constitute one agreement,
binding on all the parties hereto, notwithstanding that all of the parties are
not signatory to the original or the same counterpart.

11.10 Notices. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this Agreement shall be
in writing and sent by overnight courier, or by telephone or facsimile, if such
telephone conversation or facsimile is followed by a hard copy of the telephone
conversation or facsimile communication sent by overnight courier, charges
prepaid and addressed to the recipient Partner's address as set forth on the
signature page hereof, or to such other address as such Partner may from time
to time specify by notice to the other Partner. Any such notice shall be deemed
to be delivered, given, and received for all purposes as of the date so
delivered.

[Remainder of Page Intentionally Left Blank]

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<PAGE> 33

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date first hereinabove set forth.

GENERAL PARTNER:

STAFF ACQUISITION, INC., a Delaware corporation

By:
------------------------------------------------------
Name: Charles S. Craig
Title: Chairman of the Board of Directors

Address:
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------

Telephone:
-----------------------------------------------
Telecopy:
-----------------------------------------------

LIMITED PARTNER:

STAFF LEASING, INC., a Florida corporation

By:
-----------------------------------------------
Name: Richard A. Goldman
Title: President

Address:
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------

Telephone:
-----------------------------------------------
Telecopy:
-----------------------------------------------

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<PAGE> 34

Exhibit A

CAPITAL ACCOUNTS AS OF _________ ___, 1997

<TABLE>
<CAPTION>
Percentage
Interest in Capital
Partner Partnership Account
------- ----------- -------
<S> <C> <C>
Staff Acquisition, Inc. 1% $
(General Partner) ------------

Staff Leasing, Inc. 99% $
(Limited Partner) ------------

$
------------

Total 100%
</TABLE>

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<PAGE> 1
EXHIBIT 4.4

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND NEITHER THIS WARRANT NOR ANY SUCH SHARES MAY BE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

WARRANT

To Purchase Common Stock of

STAFF LEASING, INC.,
a Florida corporation

THIS IS TO CERTIFY that [___________________ OR HIS REGISTERED
ASSIGNS], [__________ ______________, A _________________, HAVING ITS PRINCIPAL
PLACE OF BUSINESS AT ______________________________, OR ITS REGISTERED ASSIGNS],
is entitled upon the due exercise hereof at any time during the Exercise Period
(as hereinafter defined) to purchase _________ shares of Common Stock, $.01 par
value, of Staff Leasing, Inc., a Florida corporation (the "Company"), at an
exercise price of $___________ per share (the "Exercise Price"), as such price
may be adjusted pursuant to Article IV, and to exercise the other rights, powers
and privileges hereinafter provided, all on the terms and subject to the
conditions set forth herein. The foregoing Exercise Price and number of shares
of Common Stock purchasable hereunder are subject to adjustment as hereinafter
set forth.

ARTICLE I
DEFINITIONS

The terms defined in this Article I, whenever used in this Warrant,
shall have the following respective meanings:

"Adjustment Transaction" means any of (i) the declaration of a
dividend upon, or distribution in respect of, any of the Company's
capital stock, payable in Common Stock, Convertible Securities or Stock
Purchase Rights, (ii) the subdivision or combination by the Company of
its outstanding Common Stock into a larger or smaller number of shares
of Common Stock, as the case may be, (iii) any capital reorganization
or reclassification of the capital stock of the Company, (iv) the
consolidation or merger of the Company with or into another
corporation, (v) the sale or transfer of the property of the Company as
(or substantially as) an entirety, or (vi) any event as to which the
foregoing clauses are not

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<PAGE> 2

strictly applicable but the failure to make an adjustment in the
Exercise Price hereunder would not fairly protect the purchase rights,
without dilution, represented by this Warrant.

"Affiliate" means, when used with respect to a specified
Person, any other Person directly or indirectly controlling, controlled
by, or under direct or indirect common control with the specified
Person. For purposes of this definition, "control" when used with
respect to any Person includes, without limitation, the direct or
indirect beneficial ownership of more than ten percent (10%) of the
outstanding voting securities or voting equity of such Person or the
power to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.

"Assignment" means the form of Assignment set forth on
Exhibit 1-A.

"Closing Date" means _______________, 1997.

"Commission" means the Securities and Exchange Commission or
another Federal agency from time to time administering the Securities
Act.

"Common Stock" means the Common Stock of the Company, $.01
par value.

"Company" has the meaning set forth on the cover page of this
Warrant and shall include any successor corporation.

"Convertible Securities" means evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable for, with or without payment of additional consideration,
additional shares of Common Stock, either immediately or upon the
arrival of a specified date or the happening of a specified event.

"Current Market Price" as to any security on any date
specified herein means the average of the daily closing prices for the
thirty (30) consecutive trading days before such date excluding any
trades which are not bona fide arm's length transactions. The closing
price for each day shall be (i) the mean between the closing high bid
and low asked quotations of any such security in the over-the-counter
market as shown by the National Association of Securities Dealers,
Inc., Automated Quotation System, or any similar system of automated
dissemination of quotations of securities prices then in common use, if
so quoted, as reported by any member firm of the New York Stock
Exchange selected by the Company, (ii) if not quoted as described in
clause (i), the mean between the high bid and low asked quotations for
any such security as reported by the National Quotation Bureau
Incorporated or any similar successor organization, as reported by any
member firm of the New York Stock Exchange selected by the Company, or
(iii) if any such security is listed or admitted for trading on any
national securities exchange, the last sale price of any such security,
or the mean of the closing bid and asked prices thereof if no such sale
occurred, in each case as officially reported on the principal
securities exchange on which any such security is listed. If any such
security is quoted on a national securities or central market system in
lieu of a market or quotation system described above, the closing price
shall be

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<PAGE> 3

determined in the manner set forth in clause (i) of the preceding
sentence if bid and asked quotations are reported but actual
transactions are not, and in the manner set forth in clause (iii) of
the preceding sentence if actual transactions are reported.

"Exercise Period" means the period commencing on the Closing
Date and terminating on March 31, 2001.

"Initial Holder" means the Person whose name is set forth on
the cover page of this Warrant as the initial holder of this Warrant.

"Issuable Warrant Shares" means the number of shares of Common
Stock issuable from time to time upon exercise of this Warrant.

"Issued Warrant Shares" means (a) the cumulative total of the
shares of Common Stock issued from time to time upon exercise of this
Warrant, plus (b) any shares of Common Stock issued as a stock dividend
with respect to such shares or as part of a stock split affecting such
shares.

"Notice of Exercise" means the form of Notice of Exercise set
forth on Exhibit 1-B.

"Opinion of Counsel" means an opinion of counsel experienced
in Securities Act matters, chosen by the holder of this Warrant or the
holder of Issued Warrant Shares, which counsel may be counsel to such
holder, which is reasonably satisfactory to the Company.

"Payment Shares" has the meaning set forth in Section 2.2 the
definition of "Permitted Payment Methods".

"Permitted Payment Methods" means either of (i) wire transfer
of immediately available funds to an account in a commercial bank
located in the United States designated by the payee for such purpose;
(ii) delivery of a certified or official commercial bank check; (iii)
delivery of shares of Common Stock (duly endorsed for transfer to the
Company or accompanied by duly executed blank stock powers) having an
aggregate Current Market Price equal to the aggregate Exercise Price
for all shares of Common Stock to be purchased pursuant to this Warrant
and such Notice of Exercise; or (iv) directing the Company in writing
to withhold from the number of shares of Common Stock to be purchased
pursuant to this Warrant and such Notice of Exercise shares of Common
Stock having such aggregate Current Market Price.

"Person" means an individual, corporation, partnership,
limited liability company, trust, or unincorporated organization, or a
government or any agency or political subdivision thereof.

"Rule 144" shall have the meaning set forth in Section 5.5
hereof.

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<PAGE> 4

"Securities Act" means the Securities Act of 1933, as amended,
or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect
from time to time.

"Stock Purchase Rights" means any warrants, options or other
rights to subscribe for, purchase or otherwise acquire any shares of
Common Stock or any Convertible Securities.

"Warrant" means this Warrant dated as of Closing Date issued
to the Initial Holder and all warrants issued upon the partial
exercise, transfer or division of, or in substitution for, any warrant.

"Warrant Shares" means the Issuable Warrant Shares plus the
Issued Warrant Shares.

Whenever used in this Warrant, any noun or pronoun shall be deemed to
include both the singular and plural and to cover all genders, and the words
"herein," "hereof," and "hereunder" and words of similar import shall refer to
this instrument as a whole, including any amendments hereto. Unless specified
otherwise, all Article, Section and Exhibit references shall be to the Articles,
Sections and Exhibits of or to this Warrant.

ARTICLE II
EXERCISE OF WARRANT

2.1 Right to Exercise. On the terms and subject to the conditions of
this Article II, the holder hereof shall have the right, at its option, to
exercise this Warrant in whole or in part at any time during the Exercise
Period.

2.2 Manner of Exercise; Issuance of Common Stock. To exercise this
Warrant, the holder hereof shall deliver to the Company (a) a Notice of Exercise
duly executed by such holder, (b) an amount equal to the aggregate Exercise
Price for all shares of Common Stock to be purchased pursuant to this Warrant
and such Notice of Exercise, and (c) this Warrant. At the option of such holder,
payment of the Exercise Price may be made by any of the Permitted Payment
Methods. The Company shall pay any and all documentary stamp or similar issue
taxes payable in respect of the issue of the Warrant Shares.

Upon receipt of the required deliveries, the Company shall, as promptly
as practicable but in any event within five Business Days thereafter, cause to
be issued and delivered to the holder hereof (or its nominee) or, subject to
Article V, the transferee designated in the Notice of Exercise, a certificate or
certificates representing shares of Common Stock equal to the aggregate number
of shares of Common Stock specified in the Notice of Exercise. Such certificate
or certificates shall be registered in the name of the holder hereof (or its
nominee) or in the name of such transferee, as the case may be.

2.3 Effectiveness of Exercise. Unless otherwise requested by the holder
hereof, this Warrant shall be deemed to have been exercised and such certificate
or certificates shall be deemed

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<PAGE> 5

to have been issued, and the holder or transferee so designated in the Notice of
Exercise shall be deemed to have become the holder of record of such shares for
all purposes, as of the close of business on the date on which each of the
Notice of Exercise, payment of the Exercise Price and this Warrant are received
by the Company.

2.4 Fractional Shares. The Company shall not issue fractional shares of
Common Stock upon any exercise of this Warrant.

2.5 Continued Validity. A holder of shares of Common Stock issued upon
the exercise of this Warrant shall continue to be entitled to all rights to
which a holder of this Warrant is entitled pursuant to the provisions hereof
except such rights as by their terms apply solely to the holder of a Warrant.
The Company agrees and acknowledges that each such holder of shares of Common
Stock shall be and is hereby deemed to be a third party beneficiary of this
Warrant.

ARTICLE III
REGISTRATION, TRANSFER AND EXCHANGE

The Company shall keep at its principal office an open register in
which it shall provide for the registration, transfer and exchange of this
Warrant. The holder hereof and the Company shall take such actions as may be
necessary from time to time (or as may be reasonably requested by the other
party) to effect the proper registration of this Warrant or portions hereof in
connection with any transfer or exchange of this Warrant or portions hereof. All
Warrants issued upon any registration of transfer or exchange of Warrants shall
be the valid obligations of the Company, evidencing the same rights, and
entitled to the same benefits, as the Warrants surrendered upon such
registration of transfer or exchange.

Upon the Company's receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and, in
the case of any such loss, theft or destruction, upon the Company's receipt of
adequate security in the form of a lost security indemnity letter from holder,
or other security reasonably satisfactory to the Company or, in the case of any
such mutilation, upon the surrender of such Warrant, the Company will execute
and deliver, in lieu thereof, a new Warrant. The Company and any agent of the
Company may treat the Person in whose name this Warrant is registered on the
register kept at the principal office of the Company as the owner and holder
thereof for all purposes.

ARTICLE IV
ADJUSTMENT OF EXERCISE PRICE

4.1 General Statements of Intent. If any Adjustment Transaction shall
occur, the Exercise Price shall be adjusted by the Company so as to fairly
preserve, without dilution, the purchase rights represented by this Warrant in
accordance with the essential intent and purposes hereof. If the holder of this
Warrant disputes the adjustment of the Exercise Price made by the Company and
the parties cannot otherwise resolve the dispute promptly and in good faith,
then the Company shall

-5-

<PAGE> 6

appoint a firm of independent public accountants of recognized national standing
(which may be the regular auditors of the Company), which shall give their
opinion as to the adjustment, if any, to be made to the Exercise Price as the
result of the relevant Adjustment Transaction. Upon receipt of such opinion, the
Company shall promptly mail a copy thereof to the holder of this Warrant and
shall make the adjustment described therein.

Anything herein to the contrary notwithstanding, the Company shall not
be required to make any adjustment of the Exercise Price in the case of the
issuance of shares of Common Stock upon the exercise of this Warrant.

In case the Company after the date hereof shall propose to (i) pay any
dividend payable in stock to the holders of shares of Common Stock or to make
any other distribution to the holders of shares of Common Stock, (ii) offer to
the holders of shares of Common Stock rights to subscribe for or purchase any
additional shares of any class of stock or any other rights or options or (iii)
effect any reclassification of the Common Stock (other than a reclassification
involving merely the subdivision or combination of outstanding shares of Common
Stock), or any capital reorganization or any consolidation or merger (other than
a merger in which no distribution of securities or other property is to be made
to holders of shares of Common Stock), or any sale, transfer or other
disposition of its property, assets and business as an entirety or substantially
as an entirety, or the liquidation, dissolution or winding up of the Company,
then, in each such case, the Company shall mail to the holder of this Warrant
notice of such proposed action, which shall specify the date on which the stock
transfer books of the Company shall close, or a record shall be taken, for
determining the holders of Common Stock entitled to receive such stock dividends
or other distribution or such rights or options, or the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, dissolution or winding up shall take place or
commence, as the case may be, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to receive securities or
other property deliverable upon such action, if any such date is to be fixed.
Such notice shall be mailed in the case of any action covered by clause (i) or
(ii) above at least ten (10) days prior to the record date for determining
holders of Common Stock for purposes of receiving such payment or offer, or in
the case of any action covered by clause (iii) above at least twenty (20) days
prior to the date upon which such action takes place and ten (10) days prior to
any record date to determine holders of Common Stock entitled to receive such
securities or other property. Failure to file any certificate or notice or to
mail any notice, or any defect in any certificate or notice pursuant to this
Section shall not affect the legality or validity of the adjustment of the
Exercise Price or the number of shares purchasable upon exercise of this
Warrant, or any transaction giving rise thereto.

ARTICLE V
RESTRICTIONS ON TRANSFER

5.1 Compliance with Securities Laws. The Initial Holder, by acceptance
hereof, agrees that this Warrant and the Issued Warrant Shares are being
acquired solely for its own account and not as a nominee for any other party and
not with a view toward the resale or distribution thereof and that it will not
offer, sell or otherwise dispose of this Warrant or any Issued Warrant Shares

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<PAGE> 7

except under circumstances which will not result in a violation of any federal
or state securities laws. Upon the exercise of this Warrant, the Initial Holder
or any subsequent holder, as the case may be, shall confirm in writing, in a
form reasonably satisfactory to the Company, that the Issued Warrant Shares are
being acquired solely for its own account and not as a nominee for any other
party and not with a view toward resale or distribution thereof.

5.2 Notice of Proposed Transfer. In the event the Initial Holder or any
subsequent holder of this Warrant or of Issued Warrant Shares desires to
transfer in whole or in part this Warrant or any Issued Warrant Shares, such
holder shall give written notice thereof to the Company, prior thereto, and such
holder shall obtain an Opinion of Counsel, if requested by the Company, to the
effect that the proposed transfer may be effected without registration or
qualification under any federal or state securities or blue sky law. Such
counsel shall, as promptly as practicable, notify the Company and the holder of
such opinion and of the terms and conditions, if any, to be observed in such
transfer. Promptly upon receiving such written notice and the Opinion of
Counsel, if so requested, the Company, it if concurs with the Opinion of
Counsel, as promptly as practicable, shall notify the holder that such holder
may sell or otherwise dispose of this Warrant or the Issued Warrant Shares, all
in accordance with the terms of the notice delivered to the Company and this and
any other agreements between the Company and the holder. Any certificate
representing the Issued Warrant Shares (except a transfer pursuant to Rule
144(k)) shall bear a restrictive legend as to the applicable restrictions on
transferability in order to insure compliance with federal and state securities
laws, unless in the aforesaid Opinion of Counsel, such legend is not required in
order to insure compliance with the federal and state securities laws. The
Company may issue stop transfer instructions to its transfer agent in connection
with such restrictions.

5.3 Legend on Warrants and Certificates. Each Warrant shall bear a
legend in substantially the following form:

"This Warrant and any shares of Common Stock issuable upon the exercise
of this Warrant have not been registered under the Securities Act of
1933, as amended, and neither this Warrant nor any such shares may be
transferred in the absence of such registration or an exemption
therefrom under such Act."

In case any shares are issued upon the exercise in whole or in part of
this Warrant or are thereafter transferred, in either case under such
circumstances that no registration under the Securities Act is required, each
certificate representing such shares shall bear the following legend:

"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be
transferred in the absence of such registration or an exemption
therefrom under such Act. In addition, any transfer of these shares is
subject to the conditions specified in the Warrant dated as of
__________, 1997 originally issued by Staff Leasing, Inc. (the
"Company") to ___________________________________________, to purchase
shares of Common Stock, $.01 par value, of the Company. A copy of the
form of such Warrant is on file with the Secretary of the Company at
________________ and will be furnished without charge by the Company to
the holder of this certificate upon written request to the Secretary of
the Company at such address."

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<PAGE> 8

5.4 Termination of Restrictions. The restrictions imposed under this
Article V upon the transferability of this Warrant, or of Issuable Warrant
Shares or Issued Warrant Shares, shall cease when (a) a registration statement
covering such Issuable Warrant Shares or Issued Warrant Shares becomes effective
under the Securities Act or (b) the Company receives an Opinion of Counsel that
such restrictions are no longer required in order to ensure compliance with the
Securities Act. When such restrictions terminate, the Company shall, or shall
instruct its transfer agent and registrar to, issue new certificates in the name
of the holder not bearing the legends required under Section 5.3.

5.5 Rule 144. After any initial public offering, the Company covenants
that it will file all reports required to be filed by it with the Commission,
and that it will take such further action as a holder may reasonably request,
all to the extent required from time to time to enable such holder to sell
Warrant or Warrant Shares without registration under the Securities Act pursuant
to Rule 144 ("Rule 144") (or any similar rule then in effect) promulgated by the
Commission under the Securities Act. Upon the request of a holder, the Company
will deliver to such holder a notice stating whether it has complied with such
requirements.

ARTICLE VI
MISCELLANEOUS

6.1 Nonwaiver. No course of dealing or any delay or failure to exercise
any right, power or remedy hereunder on the part of the holder hereof shall
operate as a waiver of or otherwise prejudice such holder's rights, powers or
remedies.

6.2 Holder Not a Stockholder. Prior to the exercise of this Warrant as
hereinbefore provided, the holder hereof shall not be entitled to any of the
rights of a stockholder of the Company, including, without limitation, the right
as a stockholder to (a) vote on or consent to any proposed action of the Company
or (b) receive (i) dividends or any other distributions made to stockholders,
(ii) notice of or attend any meetings of stockholders of the Company or (iii)
notice of any other proceedings of the Company (except as provided in Article
IV).

6.3 Notices. Any notice, demand or delivery to be made pursuant to the
provisions of this Warrant shall be sufficiently given or made if sent by first
class mail, postage prepaid, addressed to (a) the holder of this Warrant or
Issued Warrant Shares at its last known address appearing on the books of the
Company maintained for such purpose or (b) the Company at its principal office
at 600 301 Boulevard West, Bradenton, Florida 34205, Attention: President. The
holder of this Warrant and the Company may each designate a different address by
notice to the other pursuant to this Section 6.3.

6.4 Like Tenor. All instruments issued in substitution for this Warrant
shall at all times be substantially identical, except as to the Preamble.

6.5 Remedies. The Company stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the

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<PAGE> 9

fullest extent permitted by law, such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

6.6 Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Company, the holder hereof and (to the extent provided herein)
the holders of Issued Warrant Shares, and shall be enforceable by any such
holder.

6.7 Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Agreement, but this Agreement shall be construed as if such
unenforceable provision had never been contained herein.

6.8 Integration. This Warrant replaces all prior agreements, supersedes
all prior negotiations and constitutes the entire agreement of the parties with
respect to the transactions contemplated herein.

6.9 Amendment. This Warrant may not be modified or amended except by
written agreement of the Company and the holder hereof.

6.10 Headings. The headings of the Articles and Sections of this
Warrant are for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.

6.11 GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY THE INTERNAL LAWS
(AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF FLORIDA.

IN WITNESS WHEREOF, this Warrant has been executed by the Company as of
__________, 1997.

STAFF LEASING, INC.

BY:
------------------------------------
NAME: RICHARD A. GOLDMAN
TITLE: PRESIDENT

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<PAGE> 10

EXHIBIT 1-A

ASSIGNMENT FORM

(To be executed only upon the assignment
of the attached Warrant)

FOR VALUE RECEIVED, the undersigned registered holder of the attached warrant
hereby sells, assigns and transfers unto _________________________, whose
address is _______________ _______________, all of the rights of the undersigned
under the attached Warrant, with respect to __________________________shares of
Common Stock of Staff Leasing, Inc. (the "Company") and, if such shares of
Common Stock do not include all the shares of Common Stock issuable as provided
in the attached Warrant, requests that a new Warrant of like tenor for the
number of shares of Common Stock of the Company not being transferred hereunder
be issued in the name of and delivered to the undersigned, and does hereby
irrevocably constitute and appoint ______________________________ as
attorney-in-fact to register such transfer on the books of the Company
maintained for that purpose, with full power of substitution in the premises.

Dated: _______________, ____.

By:
------------------------------------
(Signature of Registered Holder)

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<PAGE> 11

EXHIBIT 1-B

NOTICE OF EXERCISE FORM

(To be executed only upon partial or full
exercise of the attached Warrant)

The undersigned registered holder of the attached Warrant irrevocably exercises
the attached Warrant for and purchases _____ shares of Common Stock of Staff
Leasing, Inc. (the "Company") and herewith makes payment therefor in the amount
of _____________, all at the price and on the terms and conditions specified in
the attached Warrant[, and requests that a certificate (or _____ certificates in
denominations of _______________ shares) for the shares of Common Stock of the
Company hereby purchased be issued in the name of and delivered to (choose one)
(a) the undersigned or (b) ______________________________________, whose address
is ____________________________ ]. If such shares of Common Stock do not include
all the shares of Common Stock issuable as provided in the attached Warrant,
then the undersigned registered holder of the attached Warrant hereby requests
that a new Warrant of like tenor for the number of shares of Common Stock of the
Company not being purchased hereunder be issued in the name of and delivered to
the undersigned. [Having elected to satisfy $________ (the "Cashless Exercise
Amount") of the foregoing amount with shares of Common Stock that would
otherwise be issued pursuant to this Notice, the undersigned registered holder
hereby directs the Company to reduce the number of shares issued to the
undersigned registered holder by the number of Payment Shares (as defined in the
Warrant) sufficient to cover the Cashless Exercise Amount and requests that a
certificate (or ___ certificates in denominations of ______ shares) for the
balance of the shares of Common Stock of the Company hereby purchased be issued
in the name of and delivered to (choose one) (a) the undersigned or (b)
_____________, whose address is _______________________.]

Dated: _______________, _____.

By:
-------------------------------------
(Signature of Registered Holder)

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<PAGE> 1
EXHIBIT 10.1

STAFF LEASING, INC.
1997 STOCK INCENTIVE PLAN

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
----
<S> <C> <C>
SECTION 1 DEFINITIONS................................................................................. 1

1.1 Definitions.......................................................................... 1

SECTION 2 THE STOCK INCENTIVE PLAN.................................................................... 4
2.1 Purpose of the Plan.................................................................. 4
2.2 Stock Subject to the Plan............................................................ 4
2.3 Administration of the Plan........................................................... 5
2.4 Eligibility and Limits............................................................... 5

SECTION 3 TERMS OF STOCK INCENTIVES................................................................... 6
3.1 Terms and Conditions of All Stock Incentives......................................... 6
3.2 Terms and Conditions of Options...................................................... 7
(a) Option Price................................................................ 7
(b) Option Term................................................................. 8
(c) Payment..................................................................... 8
(d) Conditions to the Exercise of an Option..................................... 8
(e) Termination of Incentive Stock Option....................................... 8
(f) Special Provisions for Certain Substitute Options........................... 9
3.3 Terms and Conditions of Stock Appreciation Rights.................................... 9
(a) Settlement.................................................................. 9
(b) Conditions to Exercise...................................................... 9
3.4 Terms and Conditions of Stock Awards................................................. 9
3.5 Terms and Conditions of Dividend Equivalent Rights................................... 10
(a) Payment..................................................................... 10
(b) Conditions to Payment....................................................... 10
3.6 Terms and Conditions of Performance Unit Awards...................................... 10
(a) Payment..................................................................... 10
(b) Conditions to Payment....................................................... 10
3.7 Terms and Conditions of Phantom Shares............................................... 10
(a) Payment..................................................................... 11
(b) Conditions to Payment....................................................... 11
3.8 Treatment of Awards Upon Termination of Service...................................... 11

SECTION 4 RESTRICTIONS ON STOCK....................................................................... 11
4.1 Escrow of Shares..................................................................... 11
4.2 Forfeiture of Shares................................................................. 12
4.3 Restrictions on Transfer............................................................. 12

SECTION 5 GENERAL PROVISIONS.......................................................................... 12
5.1 Withholding.......................................................................... 12
5.2 Changes in Capitalization; Merger; Liquidation....................................... 12
5.3 Cash Awards.......................................................................... 13
</TABLE>

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<PAGE> 3

<TABLE>
<S> <C>
5.4 Compliance with Code................................................................. 13
5.5 Right to Terminate Service........................................................... 13
5.6 Restrictions on Delivery and Sale of Shares; Legends................................. 13
5.7 Non-alienation of Benefits........................................................... 14
5.8 Termination and Amendment of the Plan................................................ 14
5.9 Stockholder Approval................................................................. 14
5.10 Choice of Law........................................................................ 14
5.11 Effective Date of Plan............................................................... 14
</TABLE>

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<PAGE> 4

STAFF LEASING, INC.
1997 STOCK INCENTIVE PLAN

SECTION 1 DEFINITIONS

1.1 Definitions. Whenever used herein, the masculine pronoun shall be
deemed to include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:

(a) "Board of Directors" means the board of directors of the
Company.

(b) "Cause" has the same meaning as provided in the employment
agreement between the Participant and the Company or, if applicable, any
affiliate of the Company on the date of Termination of Service, or if no such
definition or employment agreement exists, "Cause" means conduct amounting to
(1) fraud or dishonesty against the Company or its affiliates, (2) Participant's
willful misconduct, repeated refusal to follow the reasonable directions of the
board of directors of the Company or its affiliates, or knowing violation of law
in the course of performance of the duties of Participant's service with the
Company or its affiliates, (3) repeated absences from work without a reasonable
excuse, (4) repeated intoxication with alcohol or drugs while on the Company or
affiliates' premises during regular business hours, (5) a conviction or plea of
guilty or nolo contendere to a felony or a crime involving dishonesty, or (6) a
breach or violation of the terms of any agreement to which Participant and the
Company or its affiliates are party.

(c) "Change in Control" means any one of the following events
which may occur following completion of the initial public offering, if any, of
the Company, but only if the event shall have occurred without the approval of
the Board of Directors:

(1) there occurs the acquisition by any person or persons
acting in concert of the Company's then outstanding voting securities if, after
the transaction, the acquiring person (or persons) owns, controls or holds with
power to vote twenty-five percent (25%) or more of any class of voting
securities of the Company; provided, however, that the provisions of the
foregoing clauses (1) shall not apply to the acquisition of securities by any
person who, as of ___________, 1997, together with his or its affiliates, is the
Beneficial Owner of more than [INSERT NUMBER WHICH IS 20% OF OUTSTANDING SHARES
OF COMMON STOCK] shares of Common Stock, $.01 par value per share.

(2) within any twelve-month period the persons who were
directors of the Company immediately before the beginning of such twelve-month
period (the "Incumbent Directors") shall cease to constitute at least a majority
of the Board of Directors; provided that any director who was not a director
immediately following any initial public offering shall be deemed to be an
Incumbent Director if that director was elected to the Board of Directors by, or
on the recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors; and provided further that
no director whose initial assumption of office is in connection with an actual
or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934) relating
to the election of directors of the Company shall be deemed to be an Incumbent
Director;

<PAGE> 5

(3) there occurs the approval by shareholders of the Company
of a reorganization, merger or consolidation, with respect to which persons
who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own
more than fifty percent (50%) of the combined voting power entitled to vote in
the election of directors of the reorganized, merged or consolidated company's
then outstanding voting securities; or

(4) there occurs the sale, transfer or assignment of all or
substantially all of the assets of the Company and its subsidiaries to any third
party.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means the committee appointed by the Board of Directors
to administer the Plan pursuant to Plan Section 2.3.

(f) "Company" means Staff Leasing, Inc., a Florida corporation.

(g) "Disability" has the same meaning as provided in the long-term
disability plan or policy maintained or, if applicable, most recently
maintained, by the Company or, if applicable, any affiliate of the Company for
the Participant. If no long-term disability plan or policy was ever maintained
on behalf of the Participant or, if the determination of Disability relates to
an Incentive Stock Option, Disability shall mean that condition described in
Code Section 22(e)(3), as amended from time to time. In the event of a dispute,
the determination of Disability shall be made by the Board of Directors and
shall be supported by advice of a physician competent in the area to which such
Disability relates.

(h) "Disposition" means any conveyance, sale, transfer, assignment,
pledge or hypothecation, whether outright or as security, inter vivos or
testamentary, with or without consideration, voluntary or involuntary.

(i) "Dividend Equivalent Rights" means certain rights to receive cash
payments as described in Plan Section 3.5.

(j) "Fair Market Value" refers to the determination of value of a share
of Stock. If the Stock is actively traded on any national securities exchange or
any Nasdaq quotation or market system, Fair Market Value shall mean the closing
price at which sales of Stock shall have been sold on the most recent trading
date immediately prior to the date of determination, as reported by any such
exchange or system selected by the Committee on which the shares of Stock are
then traded. If the shares of Stock are not actively traded on any such exchange
or system, Fair Market Value shall mean the arithmetic mean of the bid and asked
prices for the shares of Stock on the most recent trading date within a
reasonable period prior to the determination date as reported by such exchange
or system. If there are no bid and asked prices within a reasonable period or if
the shares of Stock are not traded on any exchange or system as of the
determination date, Fair Market Value shall mean the fair market value of a
share of Stock as determined by the Committee taking into account such facts and
circumstances deemed to be material by the Committee to the value of the Stock
in the

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<PAGE> 6

hands of the Participant; provided that, for purposes of granting awards other
than Incentive Stock Options, Fair Market Value of a share of Stock may be
determined by the Committee by reference to the average market value determined
over a period certain or as of specified dates, to a tender offer price for the
shares of Stock (if settlement of an award is triggered by such an event) or to
any other reasonable measure of fair market value and provided further that, for
purposes of granting Incentive Stock Options, Fair Market Value of a share of
Stock shall be determined in accordance with the valuation principles described
in the regulations promulgated under Code Section 422.

(k) "Incentive Stock Option" means an incentive stock option, as
defined in Code Section 422, described in Plan Section 3.2.

(l) "Non-Qualified Stock Option" means a stock option, other than an
option qualifying as an Incentive Stock Option, described in Plan Section 3.2.

(m) "Option" means a Non-Qualified Stock Option or an Incentive Stock
Option.

(n) "Over 10% Owner" means an individual who at the time an Incentive
Stock Option is granted owns Stock possessing more than 10% of the total
combined voting power of the Company or one of its Parents or Subsidiaries,
determined by applying the attribution rules of Code Section 424(d).

(o) "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, with respect to
Incentive Stock Options, at the time of granting of the Option, each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

(p) "Participant" means an individual who receives a Stock Incentive
hereunder.

(q) "Performance Unit Award" refers to a performance unit award
described in Plan Section 3.6.

(r) "Phantom Shares" refers to the rights described in Plan Section
3.7.

(s) "Plan" means the Staff Leasing, Inc. 1997 Stock Incentive Plan.

(t) "Stock" means the Company's common stock, $.01 par value.

(u) "Stock Appreciation Right" means a stock appreciation right
described in Plan Section 3.3.

(v) "Stock Award" means a stock award described in Plan Section 3.4.

(w) "Stock Incentive Agreement" means an agreement between the Company
and a Participant or other documentation evidencing an award of a Stock
Incentive.

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<PAGE> 7

(x) "Stock Incentive Program" means a written program established by
the Committee pursuant to which Stock Incentives, other than Options or Stock
Appreciation Rights, are awarded under the Plan under uniform terms, conditions
and restrictions set forth in such written program and distributed among
eligible officers, employees and directors.

(y) "Stock Incentives" means, collectively, Dividend Equivalent Rights,
Incentive Stock Options, Non-Qualified Stock Options, Performance Unit Awards,
Phantom Shares, Stock Appreciation Rights and Stock Awards.

(z) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, with respect to
Incentive Stock Options, at the time of the granting of the Option, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

(aa) "Termination of Service" means the termination of the service
relationship, whether employment or otherwise, between a Participant and the
Company and its affiliates, regardless of the fact that severance or similar
payments are made to the Participant for any reason, including, but not by way
of limitation, a termination by resignation, discharge, death, Disability or
retirement. The Committee shall, in its absolute discretion, determine the
effect of all matters and questions relating to Termination of Service,
including, but not by way of limitation, the question of whether a leave of
absence constitutes a Termination of Service, or whether a Termination of
Service is for Cause.

SECTION 2 THE STOCK INCENTIVE PLAN

2.1 Purpose of the Plan. The Plan is intended to (a) provide incentive
to officers, employees, directors and consultants of the Company and its
affiliates to stimulate their efforts toward the continued success of the
Company and to operate and manage the business in a manner that will provide for
the long-term growth and profitability of the Company; (b) encourage stock
ownership by officers, employees, directors and consultants by providing them
with a means to acquire a proprietary interest in the Company by acquiring
shares of Stock or to receive compensation which is based upon appreciation in
the value of Stock; and (c) provide a means of obtaining and rewarding key
personnel.

2.2 Stock Subject to the Plan. Subject to adjustment in accordance with
Section 5.2, ___________ shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Stock Incentives. At no time shall
the Company have outstanding Stock Incentives and shares of Stock issued in
respect of Stock Incentives in excess of the Maximum Plan Shares. The shares of
Stock attributable to the nonvested, unpaid, unexercised, unconverted or
otherwise unsettled portion of any Stock Incentive that is forfeited or
cancelled or expires or terminates for any reason without becoming vested, paid,
exercised, converted or otherwise settled in full shall again be available for
purposes of the Plan.

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<PAGE> 8

2.3 Administration of the Plan. The Plan shall be administered by the
Committee. The Committee shall have full authority in its discretion to
determine the officers, employees, directors and consultants of the Company or
its affiliates to whom Stock Incentives shall be granted and the terms and
provisions of Stock Incentives, subject to the Plan. Subject to the provisions
of the Plan, the Committee shall have full and conclusive authority to interpret
the Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of the respective Stock Incentive
Agreements or Stock Incentive Programs and to make all other determinations
necessary or advisable for the proper administration of the Plan. The
Committee's determinations under the Plan need not be uniform and may be made by
it selectively among persons who receive, or are eligible to receive, awards
under the Plan (whether or not such persons are similarly situated). The
Committee's decisions shall be final and binding on all Participants.

As to any matter involving a Participant who is not a "reporting
person" for purposes of Section 16 of the Securities Exchange Act of 1934, the
Committee may delegate to any member of the Board of Directors or officer of the
Company the administrative authority to (a) interpret the provisions of the
Participant's Stock Incentive Agreement and (b) determine the treatment of Stock
Incentives upon a Termination of Service, as contemplated by Plan Section 3.8.

The Committee shall consist of at least two members of the Board of
Directors each of whom, during those periods that the Company is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, shall qualify
as a "non-employee director," as defined in Rule 16b-3 as promulgated under the
Securities Exchange Act of 1934, and each of whom, during those periods that the
Company has issued equity securities required to be registered under Section 12
of the Securities Exchange Act of 1934, shall separately qualify as an "outside
director," within the meaning of Code Section 162(m) and the regulations
promulgated thereunder. The Board of Directors may from time to time remove
members from or add members to the Committee. Vacancies on the Committee shall
be filled by the Board of Directors.

2.4 Eligibility and Limits. Stock Incentives may be granted only to
officers, employees, directors and consultants of the Company or an affiliate;
provided, however, that an Incentive Stock Option may only be granted to an
employee of the Company or any Parent or Subsidiary. In the case of Incentive
Stock Options, the aggregate Fair Market Value (determined as at the date an
Incentive Stock Option is granted) of stock with respect to which stock options
intended to meet the requirements of Code Section 422 become exercisable for the
first time by an individual during any calendar year under all plans of the
Company and its Parents and Subsidiaries shall not exceed $100,000; provided
further, that if the limitation is exceeded, the Incentive Stock Option(s) which
cause the limitation to be exceeded shall be treated as Non-Qualified Stock
Option(s); except as the terms of the Stock Incentive Agreement may expressly
provide otherwise. To the extent required under Code Section 162(m) and
regulations thereunder for compensation to be treated as qualified
performance-based compensation, the maximum number of shares of Stock with
respect to which Options or Stock Appreciation Rights may be granted during any
single fiscal year of the Company to any Participant who is a "covered
employee," within the meaning of Code Section 162(m) and the regulations
promulgated thereunder (a "Covered Employee"), shall not exceed 100,000.

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<PAGE> 9

SECTION 3 TERMS OF STOCK INCENTIVES

3.1 Terms and Conditions of All Stock Incentives.

(a) The number of shares of Stock as to which a Stock Incentive
shall be granted shall be determined by the Committee in its sole discretion,
subject to the provisions of Section 2.2 as to the total number of shares
available for grants under the Plan. If a Stock Incentive Agreement so provides,
a Participant may be granted a new Option to purchase a number of shares of
Stock equal to the number of previously owned shares of Stock tendered in
payment of the Exercise Price (as defined below) for each share of Stock
purchased pursuant to the terms of the Stock Incentive Agreement.

(b) Each Stock Incentive shall be evidenced either by a Stock
Incentive Agreement in such form and containing such terms, conditions and
restrictions as the Committee may determine is appropriate or be made subject to
the terms of a Stock Incentive Program, containing such terms, conditions and
restrictions as the Committee may determine is appropriate. Each Stock Incentive
Agreement or Stock Incentive Program shall be subject to the terms of the Plan
and any provision in a Stock Incentive Agreement or Stock Incentive Program that
is inconsistent with the Plan shall be null and void.

(c) The date a Stock Incentive is granted shall be the date on
which the Committee has approved the terms and conditions of the Stock Incentive
Agreement or Stock Incentive Program and has determined the recipient of the
Stock Incentive and the number of shares covered by the Stock Incentive and has
taken all such other action necessary to complete the grant of the Stock
Incentive.

(d) The Committee may provide in any Stock Incentive Agreement
or pursuant to any Stock Incentive Program (or subsequent to the award of a
Stock Incentive but prior to its expiration or cancellation, as the case may be)
that, in the event of a Change in Control, the Stock Incentive shall or may be
cashed out on the basis of any price not greater than the highest price paid for
a share of Stock in any transaction reported by any market or system selected by
the Committee on which the shares of Stock are then actively traded during a
specified period immediately preceding or including the date of the Change in
Control or offered for a share of Stock in any tender offer occurring during a
specified period immediately preceding or including the date the tender offer
commences; provided that, in no case shall any such specified period exceed [ONE
(1) YEAR] (the "Change in Control Price"). For purposes of this Subsection, the
cash-out of a Stock Incentive shall be determined as follows:

(i) Options shall be cashed out on the basis of the excess, if
any, of the Change in Control Price (but not more than the Fair Market Value of
the Stock on the date of the cash-out in the case of Incentive Stock Options)
over the Exercise Price with or without regard to whether the Option may
otherwise be exercisable only in part;

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<PAGE> 10

(ii) Stock Awards and Phantom Shares shall be cashed out in an
amount equal to the Change in Control Price with or without regard to any
conditions or restrictions otherwise applicable to any such Stock Incentive; and

(iii) Stock Appreciation Rights, Dividend Equivalent Rights and
Performance Unit Awards shall be cashed out with or without regard to any
conditions or restrictions otherwise applicable to any such Stock Incentive and
the amount of the cash out shall be determined by reference to the number of
shares of Stock that would be required to pay the Participant in kind for the
value of the Stock Incentive as of the date of the Change in Control multiplied
by the Change in Control Price.

(e) Any Stock Incentive may be granted in connection with all or
any portion of a previously or contemporaneously granted Stock Incentive.
Exercise or vesting of a Stock Incentive granted in connection with another
Stock Incentive may result in a pro rata surrender or cancellation of any
related Stock Incentive, as specified in the applicable Stock Incentive
Agreement or Stock Incentive Program.

(f) Stock Incentives shall not be transferable or assignable
except by will or by the laws of descent and distribution and shall be
exercisable, during the Participant's lifetime, only by the Participant; in the
event of the Disability of the Participant, by the legal representative of the
Participant; or in the event of the death of the participant, by the personal
representative of the Participant's estate or if no personal representative has
been appointed, by the successor in interest determined under the Participant's
will.

3.2 Terms and Conditions of Options. Each Option granted under the Plan
shall be evidenced by a Stock Incentive Agreement. At the time any Option is
granted, the Committee shall determine whether the Option is to be an Incentive
Stock Option or a Non-Qualified Stock Option, and the Option shall be clearly
identified as to its status as an Incentive Stock Option or a Non-Qualified
Stock Option. At the time any Incentive Stock Option is exercised, the Company
shall be entitled to place a legend on the certificates representing the shares
of Stock purchased pursuant to the Option to clearly identify them as shares of
Stock purchased upon exercise of an Incentive Stock Option. An Incentive Stock
Option may only be granted within [TEN (10) YEARS] from the earlier of the date
the Plan is adopted by the Board of Directors or approved by the Company's
shareholders.

(a) Option Price. Subject to adjustment in accordance with
Section 5.2 and the other provisions of this Section 3.2, the exercise price
(the "Exercise Price") per share of Stock purchasable under any Option shall be
as set forth in the applicable Stock Incentive Agreement. With respect to each
grant of an Incentive Stock Option to a Participant who is not an Over 10% Owner
or to each grant of any Option to a Participant who is then a Covered Employee,
the Exercise Price per share shall not be less than the Fair Market Value on the
date the Option is granted. With respect to each grant of an Incentive Stock
Option to a participant who is an over 10% owner, the exercise price shall not
be less than 110% of the fair market value on the date the option is granted.

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(b) Option Term. The term of an Option shall be as specified in the
applicable Stock Incentive Agreement; provided, however that any Incentive Stock
Option granted to a Participant who is not an Over 10% Owner shall not be
exercisable after the expiration of TEN (10) YEARS after the date the Option
is granted and any Incentive Stock Option granted to an Over 10% Owner shall not
be exercisable after the expiration of FIVE (5) YEARS after the date the
Option is granted.

(c) Payment. Payment for all shares of Stock purchased pursuant to
exercise of an Option shall be made in any form or manner authorized by the
Committee in the Stock Incentive Agreement or by amendment thereto, including,
but not limited to, cash or, if the Stock Incentive Agreement provides, (1) by
delivery to the Company of a number of shares of Stock which have been owned by
the holder for at least six (6) months prior to the date of exercise having an
aggregate Fair Market Value of not less than the product of the Exercise Price
multiplied by the number of shares the Participant intends to purchase upon
exercise of the Option on the date of delivery; (2) in a cashless exercise
through a broker; or (3) by having a number of shares of Stock withheld, the
Fair Market Value of which as of the date of exercise is sufficient to satisfy
the Exercise Price. In its discretion, the Committee also may authorize (at the
time an Option is granted or thereafter) Company financing to assist the
Participant as to payment of the Exercise Price on such terms as may be offered
by the Committee in its discretion. Payment shall be made at the time that the
Option or any part thereof is exercised, and no shares shall be issued or
delivered upon exercise of an option until full payment has been made by the
Participant. The holder of an Option, as such, shall have none of the rights of
a stockholder.

(d) Conditions to the Exercise of an Option. Each Option granted
under the Plan shall be exercisable by whom, at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of an Option, the Committee, at any time before complete termination
of such Option, may accelerate the time or times at which such Option may be
exercised in whole or in part, including, without limitation, upon a Change in
Control and may permit the Participant or any other designated person to
exercise the Option, or any portion thereof, for all or part of the remaining
Option term notwithstanding any provision of the Stock Incentive Agreement to
the contrary.

(e) Termination of Incentive Stock Option. With respect to an
Incentive Stock Option, in the event of the Termination of Service of a
Participant, the Option or portion thereof held by the Participant which is
unexercised shall expire, terminate, and become unexercisable no later than the
expiration of THREE (3) MONTHS after the date of Termination of Service;
provided, however, that in the case of a holder whose Termination of Service is
due to death or Disability, ONE (1) YEAR shall be substituted for such three
(3) month period. For purposes of this Subsection (e), Termination of Service of
the Participant shall not be deemed to have occurred if the Participant is
employed by another corporation (or a parent or subsidiary corporation of such
other corporation) which has assumed the Incentive Stock Option of the
Participant in a transaction to which Code Section 424(a) is applicable.

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(f) Special Provisions for Certain Substitute Options.
Notwithstanding anything to the contrary in this Section 3.2, any Option issued
in substitution for an option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms and conditions as the Committee may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the applicable vesting and termination provisions) as those contained in the
previously issued option being replaced thereby.

3.3 Terms and Conditions of Stock Appreciation Rights. Each Stock
Appreciation Right granted under the Plan shall be evidenced by a Stock
Incentive Agreement. A Stock Appreciation Right may be granted in connection
with all or any portion of a previously or contemporaneously granted Stock
Incentive or not in connection with a Stock Incentive. A Stock Appreciation
Right shall entitle the Participant to receive the excess of (a) the Fair Market
Value of a specified or determinable number of shares of the Stock at the time
of payment or exercise over (b) a specified price (1) which, in the case of a
Stock Appreciation Right granted in connection with an Option, shall be not less
than the Exercise Price for that number of shares and (2) which, in the case of
a Stock Appreciation Right that is granted to a Participant who is then a
Covered Employee, shall not be less than the Fair Market Value of the Stock at
the time of the award. A Stock Appreciation Right granted in connection with a
Stock Incentive may only be exercised to the extent that the related Stock
Incentive has not been exercised, paid or otherwise settled. The exercise of a
Stock Appreciation Right granted in connection with a Stock Incentive shall
result in a pro rata surrender or cancellation of any related Stock Incentive to
the extent the Stock Appreciation Right has been exercised.

(a) Settlement. Upon settlement of a Stock Appreciation Right, the
Company shall pay to the Participant the appreciation in cash or shares of Stock
(valued at the aggregate Fair Market Value on the date of payment or exercise)
as provided in the Stock Incentive Agreement or, in the absence of such
provision, as the Committee may determine.

(b) Conditions to Exercise. Each Stock Appreciation Right granted
under the Plan shall be exercisable or payable at such time or times, or upon
the occurrence of such event or events, and in such amounts, as the Committee
shall specify in the Stock Incentive Agreement; provided, however, that
subsequent to the grant of a Stock Appreciation Right, the Committee, at any
time before complete termination of such Stock Appreciation Right, may
accelerate the time or times at which such Stock Appreciation Right may be
exercised or paid in whole or in part.

3.4 Terms and Conditions of Stock Awards. The number of shares of Stock
subject to a Stock Award and restrictions or conditions on such shares, if any,
shall be as the Committee determines, and the certificate for such shares shall
bear evidence of any restrictions or conditions. Subsequent to the date of the
grant of the Stock Award, the Committee shall have the power to permit, in its
discretion, an acceleration of the expiration of an applicable restriction
period with respect to any part or all of the shares awarded to a Participant.
The Committee may require a cash payment from the Participant in an amount no
greater than the aggregate Fair Market Value of the shares of Stock awarded
determined at the date of grant in exchange for the grant of a Stock Award or
may grant a Stock Award without the requirement of a cash payment.

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<PAGE> 13

3.5 Terms and Conditions of Dividend Equivalent Rights. A Dividend
Equivalent Right shall entitle the Participant to receive payments from the
Company in an amount determined by reference to any cash dividends paid on a
specified number of shares of Stock to Company shareholders of record during the
period such rights are effective. The Committee may impose such restrictions and
conditions on any Dividend Equivalent Right as the Committee in its discretion
shall determine, including the date any such right shall terminate and may
reserve the right to terminate, amend or suspend any such right at any time.

(a) Payment. Payment in respect of a Dividend Equivalent Right
may be made by the Company in cash or shares of Stock (valued at Fair Market
Value on the date of payment) as provided in the Stock Incentive Agreement or,
in the absence of such provision, as the Committee may determine.

(b) Conditions to Payment. Each Dividend Equivalent Right granted
under the Plan shall be payable at such time or times, or upon the occurrence of
such event or events, and in such amounts, as the Committee shall specify in the
Stock Incentive Agreement or Stock Incentive Program; provided, however, that
subsequent to the grant of a Dividend Equivalent Right, the Committee, at any
time before complete termination of such Dividend Equivalent Right, may
accelerate the time or times at which such Dividend Equivalent Right may be paid
in whole or in part.

3.6 Terms and Conditions of Performance Unit Awards. A Performance Unit
Award shall entitle the Participant to receive, at a future date, payment of an
amount equal to all or a portion of the value of a number of units (stated in
terms of a designated dollar amount per unit) granted by the Committee, all as
the Committee shall specify in the Stock Incentive Agreement or Stock Incentive
Program. At the time of the grant, the Committee must determine the base value
of each unit, the number of units subject to a Performance Unit Award, the
performance factors applicable to the determination of the ultimate payment
value of the Performance Unit Award and the period over which Company
performance shall be measured. The Committee may provide for an alternate base
value for each unit under certain specified conditions.

(a) Payment. Payment in respect of Performance Unit Awards may be
made by the Company in cash or shares of Stock (valued at Fair Market Value
on the date of payment) as provided in the Stock Incentive Agreement or Stock
Incentive Program or, in the absence of such provision, as the Committee may
determine.

(b) Conditions to Payment. Each Performance Unit Award granted
under the Plan shall be payable at such time or times, or upon the occurrence of
such event or events, and in such amounts, as the Committee shall specify in the
Stock Incentive Agreement or Stock Incentive Program; provided, however, that
subsequent to the grant of a Performance Unit Award, the Committee, at any time
before complete termination of such Performance Unit Award, may accelerate the
time or times at which such Performance Unit Award may be paid in whole or in
part.

3.7 Terms and Conditions of Phantom Shares. Phantom Shares shall
entitle the Participant to receive, at a future date, payment of an amount equal
to all or a portion of the Fair Market Value of a number of shares of Stock at
the end of a certain period, all as the Committee shall specify in the Stock
Incentive Agreement or Stock Incentive Program. At the time of the grant,

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<PAGE> 14

the Committee shall determine the factors which will govern the portion of the
rights so payable, including, at the discretion of the Committee, any
performance criteria that must be satisfied as a condition to payment.

(a) Payment. Payment in respect of Phantom Shares may be made by
the Company in cash or shares of Stock (valued at Fair Market Value on the
date of payment) as provided in the Stock Incentive Agreement or Stock Incentive
Program or, in the absence of such provision, as the Committee may determine.

(b) Conditions to Payment. Each Phantom Share granted under the
Plan shall be payable at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee shall specify in the
Stock Incentive Agreement or Stock Incentive Program; provided, however, that
subsequent to the grant of a Phantom Share, the Committee, at any time before
complete termination of such Phantom Share, may accelerate the time or times at
which such Phantom Share may be paid in whole or in part.

3.8 Treatment of Awards Upon Termination of Service. Except as
otherwise provided by Plan Section 3.2(e), any award under this Plan to a
Participant who suffers a Termination of Service may be cancelled, accelerated,
paid or continued, as provided in the Stock Incentive Agreement or Stock
Incentive Program or, in the absence of such provision, as the Committee may
determine. The portion of any award exercisable in the event of continuation or
the amount of any payment due under a continued award may be adjusted by the
Committee to reflect the Participant's period of service from the date of grant
through the date of the Participant's Termination of Service or such other
factors as the Committee determines are relevant to its decision to continue the
award.

SECTION 4 RESTRICTIONS ON STOCK

4.1 Escrow of Shares. Any certificates representing the shares of Stock
issued under the Plan shall be issued in the Participant's name, but, if the
Stock Incentive Agreement or Stock Incentive Program so provides, the shares of
Stock shall be held by a custodian designated by the Committee (the
"Custodian"). Each applicable Stock Incentive Agreement or Stock Incentive
Program providing for transfer of shares of Stock to the Custodian shall appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable Stock Incentive Agreement or Stock Incentive Program, with
full power and authority in the Participant's name, place and stead to transfer,
assign and convey to the Company any shares of Stock held by the Custodian for
such Participant, if the Participant forfeits the shares under the terms of the
applicable Stock Incentive Agreement or Stock Incentive Program. During the
period that the Custodian holds the shares subject to this Section, the
Participant shall be entitled to all rights, except as provided in the
applicable Stock Incentive Agreement or Stock Incentive Program, applicable to
shares of Stock not so held. Any dividends declared on shares of Stock held by
the Custodian shall, as the Committee may provide in the applicable Stock
Incentive Agreement or Stock Incentive Program, be paid directly to the
Participant or, in the alternative, be retained by the Custodian until the
expiration of the term specified in the applicable Stock Incentive Agreement or
Stock Incentive Program and shall then be delivered, together with any proceeds,
with the shares of Stock to the Participant or to the Company, as applicable.

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<PAGE> 15

4.2 Forfeiture of Shares. Notwithstanding any vesting schedule set
forth in any Stock Incentive Agreement or Stock Incentive Program, in the event
that the Participant violates a noncompetition agreement as set forth in the
Stock Incentive Agreement or Stock Incentive Program, all Stock Incentives and
shares of Stock issued to the holder pursuant to the Plan shall be forfeited;
provided, however, that the Company shall return to the holder the lesser of any
consideration paid by the Participant in exchange for Stock issued to the
Participant pursuant to the Plan or the then Fair Market Value of the Stock
forfeited hereunder.

4.3 Restrictions on Transfer. The Participant shall not have the right
to make or permit to exist any Disposition of the shares of Stock issued
pursuant to the Plan except as provided in the Plan or the applicable Stock
Incentive Agreement or Stock Incentive Program. Any Disposition of the shares of
Stock issued under the Plan by the Participant not made in accordance with the
Plan or the applicable Stock Incentive Agreement or Stock Incentive Program
shall be void. The Company shall not recognize, or have the duty to recognize,
any Disposition not made in accordance with the Plan and the applicable Stock
Incentive Agreement or Stock Incentive Program, and the shares so transferred
shall continue to be bound by the Plan and the applicable Stock Incentive
Agreement or Stock Incentive Program.

SECTION 5 GENERAL PROVISIONS

5.1 Withholding. The Company shall deduct from all cash distributions
under the Plan any taxes required to be withheld by federal, state or local
government. Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan or upon the vesting of any Stock Award, the
Company shall have the right to require the recipient to remit to the Company an
amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares or the vesting of such Stock Award. A Participant may pay the withholding
tax in cash, or, if the applicable Stock Incentive Agreement or Stock Incentive
Program provides, a Participant may elect to have the number of shares of Stock
he is to receive reduced by, or with respect to a Stock Award, tender back to
the Company, the smallest number of whole shares of Stock which, when multiplied
by the Fair Market Value of the shares of Stock determined as of the Tax Date
(defined below), is sufficient to satisfy federal, state and local, if any,
withholding taxes arising from exercise or payment of a Stock Incentive (a
"Withholding Election"). A Participant may make a Withholding Election only if
both of the following conditions are met:

(a) The Withholding Election must be made on or prior to the date
on which the amount of tax required to be withheld is determined (the "Tax
Date") by executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Committee; and

(b) Any Withholding Election made will be irrevocable; however,
the Committee may in its sole discretion disapprove and give no effect to the
Withholding Election.

5.2 Changes in Capitalization; Merger; Liquidation.

(a) The number of shares of Stock reserved for the grant of
Options, Dividend Equivalent Rights, Performance Unit Awards, Phantom Shares,
Stock Appreciation Rights and Stock

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<PAGE> 16

Awards; the number of shares of Stock reserved for issuance upon the exercise or
payment, as applicable, of each outstanding Option, Dividend Equivalent Right,
Performance Unit Award, Phantom Share and Stock Appreciation Right and upon
vesting or grant, as applicable, of each Stock Award; the Exercise Price of each
outstanding Option and the specified number of shares of Stock to which each
outstanding Dividend Equivalent Right, Phantom Share and Stock Appreciation
Right pertains shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Stock resulting from a subdivision or combination
of shares or the payment of an ordinary stock dividend in shares of Stock to
holders of outstanding shares of Stock or any other increase or decrease in the
number of shares of Stock outstanding effected without receipt of consideration
by the Company.

(b) In the event of any merger, consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the corporate
structure of the Company or its Stock or tender offer for shares of Stock, the
Committee, in its sole discretion, may make such adjustments with respect to
awards and take such other action as it deems necessary or appropriate to
reflect or in anticipation of such merger, consolidation, extraordinary
dividend, reorganization, other change in corporate structure or tender offer,
including, without limitation, the substitution of new awards, the termination
or adjustment of outstanding awards, the acceleration of awards or the removal
of restrictions on outstanding awards. Any adjustment pursuant to this Section
5.2 may provide, in the Committee's discretion, for the elimination without
payment therefor of any fractional shares that might otherwise become subject to
any Stock Incentive.

(c) The existence of the Plan and the Stock Incentives granted
pursuant to the Plan shall not affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business structure, any merger or consolidation
of the Company, any issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding.

5.3 Cash Awards. The Committee may, at any time and in its discretion,
grant to any holder of a Stock Incentive the right to receive, at such times and
in such amounts as determined by the Committee in its discretion, a cash amount
which is intended to reimburse such person for all or a portion of the federal,
state and local income taxes imposed upon such person as a consequence of the
receipt of the Stock Incentive or the exercise of rights thereunder.

5.4 Compliance with Code. All Incentive Stock Options to be granted
hereunder are intended to comply with Code Section 422, and all provisions of
the Plan and all Incentive Stock Options granted hereunder shall be construed in
such manner as to effectuate that intent.

5.5 Right to Terminate Service. Nothing in the Plan or in any Stock
Incentive Agreement or Stock Incentive Program shall confer upon any Participant
the right to continue as an employee, officer, director or consultant of the
Company or any of its affiliates or affect the right of the Company or any of
its affiliates to terminate the Participant's service at any time.

5.6 Restrictions on Delivery and Sale of Shares; Legends. Each Stock
Incentive is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities

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<PAGE> 17

exchange or under any state or federal law is necessary or desirable as a
condition of or in connection with the granting of such Stock Incentive or the
purchase or delivery of shares thereunder, the delivery of any or all shares
pursuant to such Stock Incentive may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the shares of Stock purchasable or
otherwise deliverable under Stock Incentives then outstanding, the Committee may
require, as a condition of exercise of any Option or as a condition to any other
delivery of Stock pursuant to a Stock Incentive, that the Participant or other
recipient of a Stock Incentive represent, in writing, that the shares received
pursuant to the Stock Incentive are being acquired for investment and not with a
view to distribution and agree that the shares will not be disposed of except
pursuant to an effective registration statement, unless the Company shall have
received an opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933 and any applicable state securities
laws. The Company may include on certificates representing shares delivered
pursuant to a Stock Incentive such legends referring to the foregoing
representations or restrictions or any other applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate.

5.7 Non-alienation of Benefits. Other than as specifically provided
with regard to the death of a Participant, no benefit under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge; and any attempt to do so shall be void. No such
benefit shall, prior to receipt by the Participant, be in any manner liable for
or subject to the debts, contracts, liabilities, engagements or torts of the
Participant.

5.8 Termination and Amendment of the Plan. The Board of Directors at
any time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of shareholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws. No such termination or
amendment without the consent of the holder of a Stock Incentive shall adversely
affect the rights of the Participant under such Stock Incentive.

5.9 Stockholder Approval. The Plan shall be submitted to the
shareholders of the Company for their approval within twelve (12) months before
or after its adoption by the Board of Directors. If such approval is not
obtained, any Stock Incentive granted under the Plan shall be void.

5.10 Choice of Law. The laws of the State of Florida shall govern the
Plan, to the extent not preempted by federal law.

5.11 Effective Date of Plan. The Plan shall become effective upon the
date the Plan is approved by the Board of Directors.

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<PAGE> 18

IN WITNESS WHEREOF, the Company has caused this Plan to be executed
this ___________ day of __________________________, 1997.

STAFF LEASING, INC.

By:
----------------------------------
Title:

Attest:

- ------------------------------
Secretary

[CORPORATE SEAL]

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<PAGE> 1
EXHIBIT 10.2

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into as of __________________, 1997, by and between STAFF LEASING, INC., a
Delaware corporation (the "Corporation"), and ________________ ("Indemnitee").

WHEREAS, the Indemnitee is an officer [AND A DIRECTOR] of the
Corporation; and

WHEREAS, the Articles of Incorporation (the "Articles of
Incorporation") of the Corporation provide for indemnification of officers and
directors of the Corporation; and

WHEREAS, the parties believe it appropriate to further memorialize and
reaffirm the Corporation's obligation to indemnify the Indemnitee as set forth
in the Articles of Incorporation;

NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties agree as follows:

1. AGREEMENT TO INDEMNIFY.

(a) Subject to Section 2 hereof and except as provided in
subsection 1(b) below, the Corporation shall indemnify the Indemnitee
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the
Indemnitee in connection with any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, and whether formal or informal ("Proceeding"),
including any appeal therefrom, in which the Indemnitee was or is or is
threatened to be made a party because he is or was an officer [AND/OR A
DIRECTOR] of the Corporation or was serving at the request of the
Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise if (i) the Indemnitee acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and (ii) with respect to any criminal
Proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any Proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the Corporation, or, with respect to any criminal Proceeding, that the
Indemnitee had reasonable cause to believe that his conduct was
unlawful.

(b) Notwithstanding anything to the contrary set forth in
subsection 1(a) above, the Corporation shall not be required to
indemnify the Indemnitee in connection with any Proceeding by or in the
right of the Corporation in which the Indemnitee shall have been
adjudged to be liable to the Corporation unless and only to the extent
that the court in which the Proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, the

<PAGE> 2

Indemnitee is fairly and reasonably entitled to indemnity of such
expenses which such court shall deem proper.

2. INDEMNIFICATION AGAINST EXPENSES. Notwithstanding the other
provisions of this Agreement, to the extent that the Indemnitee has been
successful on the merits or otherwise, including the dismissal of a Proceeding
without prejudice or the settlement of a Proceeding without admission of
liability, in defense of any Proceeding or in defense of any claim, issue or
matter therein, the Corporation shall indemnify the Indemnitee against all
expenses (including attorneys' fees) actually and reasonably incurred by the
Indemnitee in connection therewith.

3. DETERMINATION OF RIGHT OF INDEMNIFICATION. Any indemnification under
Section 1 above (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that the
indemnification of the Indemnitee is proper in the circumstances because the
Indemnitee has met the applicable standards of conduct set forth in Section 1.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who are not or were not parties to such
Proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the shareholders of the Corporation.

4. ADVANCES OF EXPENSES. Except as limited by Section 5 hereof,
expenses incurred by the Indemnitee in defending or investigating any Proceeding
shall be paid by the Corporation in advance of the final disposition of such
matter if the Corporation has received an undertaking on behalf of the
Indemnitee, substantially in the form attached hereto as Annex I, to repay such
amount in the event that it is ultimately determined, as provided herein, that
the Indemnitee is not entitled to indemnification. However, no advance of such
expenses shall be made by the Corporation if a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, that, based upon the facts known to the Board of
Directors or such counsel at the time such determination is made, the Indemnitee
acted in bad faith and in a manner that the Indemnitee believed not to be in or
opposed to the best interests of the Corporation, or, with respect to any
criminal Proceeding, that the Indemnitee believed or had reasonable cause to
believe his conduct was unlawful. In no event shall any advance or expenses be
made in instances where the Board of Directors or such counsel reasonably
determines that such person deliberately breached such person's duty to the
Corporation or its shareholders.

5. PROCEDURE FOR MAKING DEMANDS. Any indemnification or advance of
expenses hereunder shall be made promptly, and in any event within forty-five
(45) days, upon the written request of the Indemnitee, unless (i) with respect
to indemnification under Section 1 hereof, a determination is reasonably and
promptly made by a majority vote of a quorum of disinterested

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<PAGE> 3

directors, independent legal counsel or the shareholders, as provided in Section
3, that the applicable standards of conduct set forth in Section 1 have not been
met, and (ii) with respect to advance of expenses under Section 4 hereof, the
determination is made by a majority vote of a quorum of disinterested directors
or by independent legal counsel, as provided in Section 4, that no such advance
of expenses shall be made by the Corporation for the reasons stated in that
Section. The right to indemnification or advances hereunder shall be enforceable
by the Indemnitee in any court of competent jurisdiction if the Board of
Directors or independent legal counsel denies the claim, in whole or in part, or
if no disposition of such claim is made within forty-five (45) days after
application by the Indemnitee for indemnification or advance of expenses. The
Indemnitee's expenses incurred in connection with successfully establishing the
Indemnitee's right to indemnification or advance of expenses, in whole or in
part, in any such proceeding shall also be indemnified by the Corporation.

6. SUCCESSORS. This Agreement establishes contract rights which shall
be binding upon, and shall inure to the benefit of, the successors, assigns,
heirs and legal representatives of the parties hereto.

7. CONTRACT RIGHTS NOT EXCLUSIVE. The contract rights conferred by this
Agreement shall be in addition to, but not exclusive of, any other right which
the Indemnitee may have or may hereafter acquire under any statute, the Articles
of Incorporation, any agreement by the vote of shareholders or disinterested
directors of the Corporation, or otherwise.

8. INDEMNITEE'S OBLIGATIONS. The Indemnitee shall promptly advise the
Corporation in writing of the institution of any Proceeding which is or may be
subject to this Agreement and keep the Corporation generally informed of, and
consult with the Corporation with respect to, the status of any such Proceeding.
Notices to the Corporation shall be directed to Staff Leasing, Inc., 600 301
Boulevard West, Suite 202, Bradenton, Florida 34205, Attn: President (or such
other address as the Corporation shall designate in writing to the Indemnitee),
and shall be given by personal delivery or by mailing the same by United States
Postal Service, postage prepaid, certified or registered mail, with return
receipt requested. In addition, the Indemnitee shall give the Corporation such
information and cooperation as it may reasonably require and as shall be within
the Indemnitee's power.

9. SEVERABILITY. Should any provision of this Agreement, or any clause
hereof, be held to be invalid, illegal or unenforceable, in whole or in part,
the remaining provisions and clauses of this Agreement shall remain fully
enforceable and binding on the parties.

10. MODIFICATION AND WAIVER. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

11. CHOICE OF LAW. The validity, interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Florida.

-3-

<PAGE> 4

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

STAFF LEASING, INC.

By:
-------------------------------
Title:

INDEMNITEE

By:
--------------------------------
Officer [AND DIRECTOR]

-4-

<PAGE> 5

ANNEX I

UNDERTAKING AGREEMENT

This UNDERTAKING AGREEMENT (this "Agreement") is made on
_______________, between STAFF LEASING, INC., a Florida corporation (the
"Corporation"), and ______________________, an officer [AND A MEMBER OF THE
BOARD OF DIRECTORS] of the Corporation ("Indemnitee").

WHEREAS, Indemnitee has become involved in investigations, claims,
actions, suits or proceedings which have arisen as a result of Indemnitee's
service to the Corporation; and

WHEREAS, Indemnitee desires that the Corporation pay any and all
expenses (including, but not limited to, attorneys' fees and court costs)
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
defending or investigating any such suits or claims and that such payment be
made in advance of the final disposition of such investigations, claims,
actions, suits or proceedings to the extent that Indemnitee has not been
previously reimbursed by insurance; and

WHEREAS, the Corporation is willing to make such payments but, in
accordance with Section 607.0850 of the Florida Business Corporation Act, the
Corporation may make such payments only if it receives an undertaking to repay
from Indemnitee; and

WHEREAS, Indemnitee is willing to give such an undertaking.

NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree as follows:

1. In regard to any payments made by the Corporation to Indemnitee
pursuant to the terms of the Indemnification Agreement dated as of
_________________, 1997, between the Corporation and Indemnitee, Indemnitee
hereby undertakes and agrees to repay to the Corporation any and all amounts so
paid promptly and in any event within thirty (30) days after the disposition,
including any appeals, of any litigation or threatened litigation on account of
which payments were made; provided, however, that Indemnitee shall not be
required to repay the amount as to which he is determined to be entitled to be
indemnified by the Corporation under Section 607.0850 of the Florida Business
Corporation Act or other applicable law.

2. This Agreement shall not affect in any manner the rights which
Indemnitee may have against the Corporation, any insurer or any other person to
seek indemnification for or reimbursement of any expenses referred to herein or
any judgment which may be rendered in any litigation or proceeding.

<PAGE> 6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written.

STAFF LEASING, INC.

By:
-------------------------------
Name:
--------------------
Title:
-------------------

INDEMNITEE

----------------------------------
Name:
--------------------

<PAGE> 1
EXHIBIT 10.3

EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT (this "Agreement") entered into as of
______________________, 19____, by and between STAFF LEASING, INC. (the
"Company"), a corporation organized under the laws of the State of Florida, and
____________ (the "Executive").

W I T N E S S E T H

WHEREAS, the Company has recognized the important contributions made by
the Executive to the Company in the past and, to assure that the Company will
continue to have the Executive's services available to the Company, desires to
provide the Executive with monetary benefits upon certain contingencies;

NOW, THEREFORE, in consideration of the foregoing, the continued
employment of the Executive and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto
hereby agree as follows:

1. DEFINITIONS

(a) "Affiliate" shall mean a person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with, a specified person.

(b) "Associate" shall mean (1) any corporation, partnership or other
organization of which a specified person is an officer or partner, or is,
directly or indirectly, the beneficial owner of ten percent (10%) or more of any
class of equity securities thereof, (2) any trust or other estate in which the
specified person has a substantial beneficial interest or as to which the
specified person serves as trustee or in a similar fiduciary capacity, (3) any
relative or spouse of such specified person, or any relative of such spouse, who
has the same home as such specified person and (4) any person who is a trustee,
officer or partner of such specified person or of any corporation, partnership
or other entity which is an Affiliate of such specified person.

(c) "Beneficial Owner" shall be defined by reference to Rule 13d-3
under Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such
Rule is in effect on the date hereof; provided, however, that any individual,
corporation, partnership, Group (as hereinafter defined), association or other
person or entity which, directly or indirectly, owns or has the right to acquire
any of the Company's outstanding securities entitled to vote generally in the
election of directors at any time in the future, whether such right is
contingent, absolute, direct or indirect, pursuant to any agreement, arrangement
or understanding or upon exercise of conversion rights, warrants or options, or
otherwise, shall be deemed the Beneficial Owner of such securities.

(d) "Board" shall mean the Board of Directors of the Company.

(e) "Cause" shall mean conduct of the Executive amounting to fraud,
dishonesty, conviction of a felony, gross negligence or willful misconduct.

<PAGE> 2

(f) "Change of Control" of the Company shall be deemed to have occurred
if and when, (1) any individual, corporation, partnership, Group, association or
other person or entity, together with his, its or their Affiliates or Associates
(other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company) is or becomes the Beneficial Owner of securities of
the Company representing twenty-five percent (25%) or more of the combined
voting power of the Company's then outstanding securities entitled to vote
generally in the election of directors or (2) the Continuing Directors (as
hereinafter defined) shall at any time fail to constitute a majority of the
members of the Board; provided, however, that the provisions of the foregoing
clause (1) shall not apply to the acquisition of securities by any person who,
as of ___________, 1997, together with his or its affiliates, is the Beneficial
Owner of more than [INSERT NUMBER WHICH IS 20% OF OUTSTANDING SHARES OF COMMON
STOCK] shares of Common Stock, $.01 par value per share.

(g) "Continuing Directors" shall mean the directors who either are
members of the Board on the date hereof, or who become members of the Board
subsequent to such date and whose election, or nomination for election by the
Company's shareholders, was Duly Approved by the Continuing Directors at the
time of such nomination or election, either by a specific vote or by approval of
the proxy statement issued by the Company on behalf of the Board in which such
person is named as nominee for director, without due objection to such
nomination.

(h) "Duly Approved by the Continuing Directors" shall mean an action
approved by the vote of at least a majority of the Continuing Directors then on
the Board, except, if the votes of such Continuing Directors in favor of such
action would be insufficient to constitute an act of the Board if a vote by all
of its members were to have been taken, then such term shall mean an action
approved by the unanimous vote of the Continuing Directors then on the Board so
long as there are at least three Continuing Directors on the Board at the time
of such unanimous vote.

(i) "Group" shall mean persons who act in concert as described in
Section 13(d)(3) of the Exchange Act as in effect on the date hereof.

(j) "Trust" shall mean the Trust specifically established for purposes
of receipt and payment of the payment provided for in Section 2(c) hereof.

2. EXECUTIVE'S RIGHTS UPON CHANGE OF CONTROL

(a) This Agreement shall be effective immediately upon execution of
this Agreement by the parties hereto and shall remain in effect so long as the
Executive remains employed by the Company and thereafter until all payments to
which the Executive is entitled under this Agreement have been made.

(b) If a Change of Control occurs while the Executive is employed by
the Company and if, within eighteen (18) months after the date of a Change of
Control, the Executive's employment is terminated involuntarily, or voluntarily
by the Executive based on material changes in the nature or scope of the
Executive's duties or employment or a reduction of compensation of the Executive
made without the Executive's consent, the Executive may, in his sole discretion,
give written notice within thirty (30) days after the date of termination of
employment to the Secretary of the Company

<PAGE> 3

that he intends to exercise his rights hereunder and to receive the payments
provided for hereunder (the "Notice of Exercise").

(c) If the Executive gives a Notice of Exercise to receive the payments
provided for hereunder, the Company shall pay to the Trust for the benefit of
the Executive, a single cash payment (the "Executive Payment") in an amount
which, if paid to the Executive in [EIGHTEEN (18) OR] consecutive equal monthly
installments commencing on the date set forth in Section 2(i) hereof, will have
a present value equal to the amount by which 299% of the Executive's "base
amount" (as defined by Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code")) exceeds the aggregate present value of all other parachute
payments (as defined by Section 280G of the Code) received by the Executive.
"Present value" shall be determined in accordance with Section 280G(d)(4) of the
Code.

(d) Within thirty (30) days after the date of giving of the Notice of
Exercise by the Executive, the Company shall provide written notice to the
Executive setting forth the Company's computation of the amount that would be
payable pursuant to the Executive's election hereunder, accompanied by the
written opinion of the Company's independent certified public accountants
confirming the Company's computation. If the Executive takes exception to the
Company's computation of such amount, the Executive shall have forty-five (45)
days from the date of the giving of the Notice of Exercise to give a further
written notice to the Company (the "Notice of Exception") setting forth in
reasonable detail the Executive's exceptions to the Company's computation,
accompanied by the written opinion of the Executive's tax advisor confirming the
basis for such exceptions.

(e) Forty-five (45) days after the date of giving of the Notice of
Exercise by the Executive, the Company shall make the payment provided for in
Section 2(c) hereof unless the Executive has given a Notice of Exception to the
Secretary of the Company, in which event, the Company and the Executive shall
submit their respective computations and tax opinions to a third tax advisor,
mutually agreeable to each, whose determination of the matter shall be final and
binding on the Company and the Executive. After such final determination, the
Company shall have five (5) business days to make the payment provided for in
Section 2(c).

(f) The Company shall, within the time periods described in Section
2(e), deliver to the Trust for the benefit of the Executive, its certified or
cashier's check in the amount payable pursuant to Section 2(c) and payment of
such Executive Payment shall not terminate the Executive's rights to receive any
and all other payments, rights or benefits arising pursuant to this Agreement or
from any other agreement, plan or policy which by its terms or by operation of
law provides for the continuation of such payments, rights or benefits after the
termination of the Executive's relationship with the Company.

(g) The Executive Payment shall be in addition to and shall not be
offset or reduced by (1) any other amounts that have accrued or have otherwise
become payable to the Executive or his beneficiaries, but not have been paid by
the Company at the time the Executive gives the Notice of Exercise including,
but not limited to, salary, severance pay, consulting fees, disability benefits,
termination benefits, retirement benefits, life and health insurance benefits or
any other compensation or benefit payment that is part of any valid previous,
current or future contract, plan or agreement,

<PAGE> 4

written or oral, and (2) any indemnification payments that may have accrued but
not paid or that may thereafter become payable to the Executive pursuant to the
provisions of the Company's Certificate of Incorporation, By-laws or similar
policy, plan or agreement relating to the indemnification of directors and
officers of the Company under certain circumstances.

(h) The Executive Payment, when paid into the Trust is intended to be
tax-deferred until actual receipt of such monies by the Executive. All cost of
establishing the Trust, including but not limited to legal fees and trustee
fees, shall be the responsibility of and paid by the Company.

(i) The trustee of the Trust shall hold such monies constituting the
Executive Payment and pay installments thereof to the Executive as required
hereunder pursuant to the terms of the trust agreement governing the Trust.
Beginning on the first day of the first full month after the payment of the
Executive Payment to the Trust and for each month thereafter that the Executive
remains unemployed, the trustee of the Trust will pay, in cash, to the
Executive, at the address set forth for the Executive at the end of this
Agreement, a portion of the Executive Payment equal to one-thirtysixth (1/36) of
the total Executive Payment, so that the Executive shall receive equal monthly
installments of the Executive Payment on the first day of each month of the
period he remains so unemployed.

(j) In the event that the Executive shall accept employment with a
person, firm or corporation other than the Company (including becoming
self-employed), following the exercise by the Executive of his right to receive
the Executive Payment, the Executive shall, within five (5) business days of his
acceptance of such new employment, notify the Company and the trustee of the
Trust of such re-employment and the amount of compensation to be paid in
connection therewith. From and after the date that compensation begins to accrue
to the Executive in connection with such new employment, if the Executive's new
monthly compensation is less than the amount of the installment of the Executive
Payment that would otherwise be due and payable, the Executive shall be entitled
to a partial payment of such installment of Executive Payment in an amount equal
to the difference between said installment of Executive Payment and the new
monthly compensation (the "Compensation Differential"). In the event the
Executive's new monthly compensation shall exceed the amount of the installment
of Executive Payment due and payable, the difference shall be carried over by
the Trustee and deducted from any Compensation Differential to be paid in any
subsequent month. The Executive shall deliver to the trustee within fifteen (15)
days after the first of each month during the term of this Agreement
certification, in the form attached hereto, as to the amount of new monthly
compensation received or to which the Executive is entitled for the preceding
month. In the event such certification shows a Compensation Differential, within
five (5) business days of receipt of such certification, the trustee of the
Trust will make the partial payment of the installment of Executive Payment
(adjusted as herein provided) to the Executive. The trustee shall return and pay
to the Company any portion of an Executive Payment installment for each month
not paid to the Executive as provided for herein.

In the event that during the term of this Agreement the Executive dies,
the Executive's legal representative shall be entitled to receive the entire
Executive Payment provided for hereunder in the manner and as if the Executive
had not died.

<PAGE> 5

3. EXECUTIVE'S EXPENSES

All costs and expenses (including reasonable legal, accounting and
other advisory fees) incurred by the Executive to (a) defend the validity of
this Agreement, (b) contest any determinations by the Company concerning the
amounts payable by the Company to the Executive under this Agreement, (c)
determine in any tax year of the Executive the tax consequences to the Executive
of any amounts payable (or reimbursable) hereunder or (d) prepare responses to
an Internal Revenue Service audit of, and otherwise defend, his personal income
tax return for any year which is the subject of any such audit or an adverse
determination, administrative proceeding or civil litigation arising therefrom
that is occasioned by or related to an audit by the Internal Revenue Service of
the Company's income tax returns are, upon written demand by the Executive, to
be promptly advanced or reimbursed to the Executive or paid directly, on a
current basis, by the Company or its successors.

If at any time during the term of this Agreement or afterwards there
should arise any dispute as to the validity, interpretation or application of
any term or condition of this Agreement, the Company agrees, upon written demand
by the Executive (and the Executive shall be entitled, upon application to any
court of competent jurisdiction, to the entry of a mandatory injunction, without
the necessity of posting any bond with respect thereto, compelling the Company)
promptly to provide sums sufficient to pay on a current basis (either directly
or by reimbursing the Executive) the Executive's costs and reasonable attorneys'
fees (including expenses of investigation and disbursements for the fees and
expenses of experts, etc.) incurred by the Executive in connection with any such
dispute or any litigation, regardless of whether the Executive is the prevailing
party in such dispute or litigation; provided, that, the court in which such
litigation is first initiated determines, with respect to this obligation, upon
application of either party hereto, that the Executive did not initiate such
litigation frivolously. Under no circumstances shall the Executive be obligated
to pay or reimburse the Company for any attorneys' fees, costs or expenses
incurred by the Company. The provisions of this subsection shall survive the
expiration or termination of this Agreement.

4. TAX INDEMNITY

Should any of the payments or reimbursements that are provided for
hereunder to be paid to or for the benefit of the Executive or payments or
benefits under any other plan, agreement or arrangement between the Executive
and the Company, be determined or alleged to be subject to an excise or similar
purpose tax pursuant to Code Section 4999 or any successor other comparable
federal, state or local tax laws, the Company shall pay to the Executive such
additional compensation as is necessary (after taking into account all federal,
state and local income taxes payable by the Executive as a result of the receipt
of such additional compensation) to place the Executive in the same after-tax
position (including federal, state and local taxes) he would have been in had no
such excise or similar purpose tax (or any interest or penalties thereon) been
paid or incurred by the Executive.

If the Executive intends to make any payments with respect to any such
excise or similar purpose tax as a result of an adjustment to the Executive's
tax liability by any federal, state or local

<PAGE> 6

tax authority, the Company will pay such additional compensation by delivering
its certified or cashier's check payable in such amount to the Executive within
fifteen (15) business days after the Executive notifies the Company of his
intention to make such payment. Without limiting the obligation of the Company
hereunder, the Executive agrees, in the event the Executive makes any payment
pursuant to the preceding sentence, to negotiate with the Company in good faith
with respect to procedures reasonably requested by the Company which would
afford the Company the ability to contest the imposition of such excise tax;
provided, however, that the Executive will not be required to afford the Company
any right to contest the applicability of any such excise tax to the extent that
the Executive reasonably determines (based upon the opinion of his tax counsel)
that such contest is inconsistent with the overall tax interests of the
Executive.

In the event that the Executive intends to file a tax return which
takes the position that such excise or similar purpose tax is due and payable,
in reliance upon a written opinion of the Executive's tax counsel that it is
more likely than not that such excise tax is due and payable, the Executive
shall, at least forty-five (45) days in advance of the due date (including
extensions) of filing of his tax return, notify and submit to the Company his
computations and tax counsel's opinion to such effect. The Company shall have
thirty (30) days from its receipt of such notice to examine, along with its tax
advisors, the computations and advise the Executive of its recommendation
(evidenced by the written opinion of its tax advisors) as to the merits of such
a position. The Executive hereby agrees to then file his tax return on the basis
of such recommendation. No payment shall be made by the Company pursuant to the
indemnification provided for herein unless and until, in the case of the
non-audited return circumstance discussed in the immediately preceding two
sentences, the notice and computations provided for therein have been timely
delivered to the Company.

5. GENERAL PROVISIONS

(a) Severability. In case any one or more of the provisions of this
Agreement shall, for any reason, be held or found by final judgment of a court
of competent jurisdiction to be invalid, illegal or unenforceable in any respect
(1) such invalidity, illegality or unenforceability shall not affect any other
provisions of this Agreement, (2) this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein, and
(3) if the effect of a holding or finding that any such provision is either
invalid, illegal or unenforceable is to modify to the Executive's detriment,
reduce or eliminate any compensation, reimbursement, payment, allowance or other
benefit to the Executive intended by the Company and Executive in entering into
this Agreement, the Company shall promptly negotiate and enter into an agreement
with the Executive containing alternative provisions (reasonably acceptable to
the Executive), that will restore to the Executive (to the extent legally
permissible) substantially the same economic, substantive and income tax
benefits the Executive would have enjoyed had any such provision of this
Agreement been upheld as legal, valid and enforceable. Failure to insist upon
strict compliance with any provision of this Agreement shall not be deemed a
waiver of such provision or of any other provision of this Agreement.

(b) Entire Agreement. The Executive acknowledges receipt of a copy of
this Agreement (together with any attachments hereto), which has been executed
in duplicate and agrees that, with

<PAGE> 7

respect to the subject matter hereof, this is the entire agreement with the
Company. Any other oral or any written representations, understandings or
agreements with the Company or any of its officers or representatives covering
the same subject matter which are in conflict with this Agreement hereby are
merged into and superseded by the provisions of this Agreement.

(c) No Set-off. The Company shall have no right of set-off or
counterclaim in respect of any debt or other obligation of the Executive to the
Company against any payment or other obligation of the Company to the Executive
provided for in this Agreement.

(d) Modification and Waiver. No provision of this Agreement may be
amended, modified or waived unless such amendment, modification or waiver shall
be agreed to in writing and signed by the Executive and by a person duly
authorized by the Board.

(e) No Assignment of Compensation. No right to or interest in any
compensation or reimbursement payable hereunder shall be assignable or divisible
by the Executive; provided, however, that this provision shall not preclude the
Executive from designating one or more beneficiaries to receive any amount that
may be payable after his death and shall not preclude his executor or
administrator from assigning any right hereunder to the person or persons
entitled thereto.

(f) No Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrances, charge, pledge or hypothecation, or
to execution, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to affect any such action shall
be null, void and of no effect.

(g) Headings. The headings of Sections and subsections hereof are
included solely for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Agreement.

(h) Governing Law. This Agreement shall be construed in accordance with
and governed for all purposes by the laws of the State of Florida.

(i) No Assignment of Agreement. This Agreement may not be assigned,
partitioned, subdivided, pledged, or hypothecated in whole or in part without
the express prior written consent of the Executive and the Company. This
Agreement shall not be terminated either by the voluntary or involuntary
dissolution or the winding up of the affairs of the Company, or by any merger or
consolidation wherein the Company is not the surviving entity, or by any
transfer of all or substantially all of the Company's assets on a consolidated
basis. In the event of any such merger, consolidation or transfer of assets, the
provisions of this Agreement shall be binding upon the surviving entity or to
the entity to which such assets shall be transferred.

(j) Interest on Amounts Payable. If any amounts which are required or
determined to be paid or payable or reimbursed or reimbursable to the Executive
under this Agreement (or after a Change of Control, under any other plan,
agreement, policy or arrangement with the Company) are not so paid promptly at
the times provided hereon or therein, such amounts shall accrue interest

<PAGE> 8

at an annual percentage rate of ten percent (10%) from the date such amounts
were required or determined to have been paid or payable or reimbursed or
reimbursable to the Executive until such amounts and any interest accrued
thereon are finally and fully paid; provided, however, that in no event shall
the amount of interest contracted for, charged or received hereunder exceed the
maximum non-usurious amount of interest allowed by applicable law.

(k) Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered in person, by telecopy or when deposited in the U.S. mail, postage
prepaid, to the respective addresses set forth on the signature pages of this
Agreement, unless a party changes his or its address for receiving notices by
giving notice in accordance with this subsection, in which case, to the address
specified in such notice.

(l) Federal Income Tax Withholding. The Company may withhold from any
benefits payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or governmental regulation or ruling.

IN WITNESS WHEREOF, the parties have executed and delivered this
Executive Agreement as of the day and year indicated above.

STAFF LEASING, INC.
600 301 Boulevard West
Suite 202
Bradenton, Florida 34205

By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------

(SEAL)
------------------------------------
(Executive's Signature)

Executive's Address:

<PAGE> 9

CERTIFICATION

The undersigned hereby certifies, pursuant to Section 2(j) of the
Executive Agreement between STAFF LEASING, INC. and the undersigned dated as of
_______________, 19___ (the "Executive Agreement"), that he is entitled to
receive $___________ as new employment compensation for the period beginning
_________________, 19___ [AND THAT BECAUSE SAID AMOUNT IS LESS THAN THE
INSTALLMENT OF EXECUTIVE PAYMENT DUE THE UNDERSIGNED UNDER THE EXECUTIVE
AGREEMENT FOR THE SAME PERIOD, THE UNDERSIGNED IS ENTITLED TO RECEIVE THE
COMPENSATION DIFFERENTIAL AS PROVIDED IN THE EXECUTIVE AGREEMENT]. [ADD
BRACKETED LANGUAGE AS APPROPRIATE.]

Dated: _______________________, 19____.

----------------------------------
Executive

<PAGE> 1
EXHIBIT 10.4

VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (this "Agreement") made and entered into
as of the _______ day of May, 1997, by and between CHARLES S. CRAIG ("Craig")
and STAFF LEASING, INC., a Florida corporation ("Staff Leasing"), as trustee
(Staff Leasing, in its capacity as trustee, is hereinafter referred to as the
"Trustee").

WHEREAS, Craig is the owner of 100 shares of common stock, $.01 par
value (the "Shares"), of Staff Acquisition, Inc., a Delaware corporation
("Staff Acquisition"), which constitute all of the issued and outstanding
capital stock of Staff Acquisition; and

WHEREAS, Staff Acquisition is the sole general partner of Staff
Capital, L.P., a Delaware limited partnership (the "Partnership"), and of each
of the operating limited partnerships ("OLPs"), all of which are Delaware
limited partnerships, which operate the business of the Partnership; and

WHEREAS, the Partnership is the sole limited partner of each of the
OLPs; and

WHEREAS, Staff Leasing was formed for the purpose of effecting a
reorganization (the "Reorganization"), pursuant to which all of the holders of
limited partnership interests in the Partnership will exchange their
partnership interests for common stock, $.01 par value, of Staff Leasing
("Staff Leasing Common Stock"), warrants to purchase Staff Leasing Common Stock
and/or cash, as of the case may be, and Staff Leasing will become the sole
limited partner of the Partnership and the OLPs; and

WHEREAS, immediately following the Reorganization, Staff Leasing
intends to consummate an initial public offering (the "Initial Public
Offering") of Staff Leasing Common Stock; and

WHEREAS, to facilitate the Initial Public Offering, as part of the
Reorganization, Craig has agreed to place the Shares in a voting trust for the
benefit of Staff Leasing on the terms set forth in this Agreement, and to grant
to Staff Leasing the option to purchase the Shares pursuant to the terms of the
Option to Purchase Agreement of even date herewith (the "Option Agreement")
between Craig and Staff Leasing;

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto do hereby agree as follows:

1. Transfer of Stock to Trustee. Craig hereby assigns and
delivers to the Trustee all stock certificates held by him representing the
Shares, accompanied by a duly executed stock
<PAGE> 2

power, and agrees to do all things necessary for the transfer of the Shares to
the Trustee on the books of Staff Acquisition.

2. Representations and Warranties of Craig. Craig hereby
represents and warrants to the Trustee (i) that he owns the Shares free and
clear of any liens, charges or other encumbrances (other than those provided
herein or in the Option Agreement); (ii) that the Shares have been duly issued,
are fully paid and non-assessable, and constitute all of the issued and
outstanding shares of capital stock of Staff Acquisition; (iii) that he has the
unencumbered and unrestricted right to transfer the Shares to the Trust created
under this Agreement; (iv) that he has the legal capacity to enter into this
Agreement; and (v) that no consent or approval of any third party or of any
governmental or regulatory authority or of any securities exchange, which has
not been obtained, is necessary in connection with the execution and delivery
of this Agreement and the establishment of the Trust created hereby.

3. Trustee to Hold Subject to Agreement. The Trustee shall hold
the Shares, for the benefit of Craig, under the terms and conditions
hereinafter set forth.

4. Issuance of Stock Certificates to Trustee. The Trustee shall
surrender to the proper officer of Staff Acquisition for cancellation all of
the stock certificates representing the Shares and shall procure new stock
certificates registered in the name of Staff Leasing, Inc., as Trustee under
this Agreement.

5. Voting Trust Certificate. The Trustee shall issue to Craig a
Voting Trust Certificate for the Shares (the "Voting Trust Certificate") which
shall be substantially in the form attached hereto as Exhibit "A."

6. Restriction on transfer of Voting Trust Certificate. Craig
agrees that during the term of this Agreement, he will not transfer, pledge,
hypothecate, give or otherwise alienate any interest in the Voting Trust
Certificate, except in accordance with the terms of the Option Agreement, or
agree to do any of the foregoing.

7. Trustee to Vote Shares. It shall be the duty of the Trustee,
and the Trustee shall have full power and authority, to represent the holder of
the Voting Trust Certificate and the Shares, and to vote the Shares as in its
sole judgment may be for the best interest of Staff Leasing. The Trustee shall
possess, and shall be entitled to exercise, all rights and powers that absolute
owners and holders of record of the Shares possess, including, without
limitation, (i) the right to vote the Shares at all meetings of the
stockholders of Staff Acquisition upon any and all matters which may be brought
before such meetings (including, without limitation the removal and election of
members of the Board of Directors of Staff Acquisition), as fully as any
stockholder might do if personally present and (ii) the right to consent to or
waive the requirement for any act by Staff Acquisition. Craig acknowledges
that he and Staff Acquisition will benefit from the Trustee voting the Shares
as it may determine to be in the best interest of Staff Leasing and agrees that
the Trustee shall so vote the Shares.

-2-
<PAGE> 3

8. Trustee's Liability. The Trustee shall use its best judgment
in voting the Shares, but shall not be liable to Craig or any third party for
any vote cast, or consent given, in good faith, and in the absence of gross
negligence.

9. Dividends. The Trustee shall collect and receive all
dividends that may accrue upon the Shares and shall pay such dividends to the
holder of the Voting Trust Certificate.

10. Continuance and Termination of Trust. This Agreement and the
Trust hereby created shall remain in effect (and shall not be terminated) until
such time as the Option Agreement shall be terminated in accordance with its
terms.

11. Option Agreement. This Agreement is entered into in
accordance with and pursuant to the requirements of the Option Agreement, and
the provisions of this Voting Trust Agreement shall be construed consistently
with the provisions of the Option Agreement. In the event of a conflict in the
provisions hereof and the provisions of the Option Agreement, the provisions of
the Option Agreement shall prevail.

12. Applicable Law. This Agreement is intended to constitute a
voting trust agreement within the meaning of Section 218 of the Delaware
General Corporation Law, and the rights and obligations of the parties
hereunder shall be governed in accordance with the laws of the State of
Delaware.

13. Filing of Agreement with Staff Acquisition. A copy of this
Agreement and the Option Agreement shall be filed in the registered office of
Staff Acquisition in the State of Delaware and shall be open to the inspection
of any stockholder of Staff Acquisition. Any amendment to this Agreement or
the Option Agreement shall also be filed in such office.

14. Miscellaneous Provisions.

(a) All of the covenants and agreements contained in this
Agreement shall be binding upon, and shall inure to the benefit of, the
respective parties and their successors, assigns, heirs, executors,
administrators and other legal representatives, as the case may be.

(b) This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of
the state of Delaware.

(c) This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which
together will constitute one in the same instrument.

(d) If any provision of this Agreement shall be declared
void or unenforceable by any court or administrative board of competent
jurisdiction, such provision shall be deemed

-3-
<PAGE> 4

to have been severed and the remainder of this Agreement shall continue in all
respects to be valid and enforceable.

(e) Notices given under this Agreement shall be deemed
delivered upon the actual receipt of such notice at the addresses set forth
below:

(i) If to Craig:

Charles S. Craig
c/o Staff Leasing, Inc.
600 301 Blvd. West
Suite 202
Bradenton, Florida 34205
Attn: President

(ii) If to Staff Leasing:

Staff Leasing, Inc.
600 301 Blvd. West
Suite 202
Bradenton, Florida 34205
Attn: President

IN WITNESS WHEREOF, the parties hereto have executed this Voting Trust
Agreement as of the date first set forth above.

----------------------------------
CHARLES S. CRAIG

(Signatures Continued on Next Page)

-4-
<PAGE> 5

STAFF LEASING, INC., as Trustee

By:
----------------------------------
Title:

[SEAL]

- ----------------------------
Attest:

-5-
<PAGE> 6

EXHIBIT "A"
TO VOTING TRUST AGREEMENT

THIS VOTING TRUST CERTIFICATE AND THE SHARES OF COMMON STOCK OF STAFF
ACQUISITION, INC. REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER,
AND TO AN OPTION TO PURCHASE ON THE PART OF STAFF LEASING, INC., ON THE TERMS
SET FORTH IN THE OPTION TO PURCHASE AGREEMENT DATED AS OF _________________,
1997 (THE "OPTION AGREEMENT"), BY AND BETWEEN CHARLES S. CRAIG AND STAFF
LEASING, INC.

VOTING TRUST CERTIFICATE

STAFF ACQUISITION, INC.

No. 1 100 Shares of Common Stock, $.01 Par Value

This is to certify that the undersigned, Staff Leasing, Inc., as
Trustee, has received a stock certificate or certificates in the name of
Charles S. Craig, evidencing the ownership of 100 shares (the "Shares") of
common stock, $.01 par value, of Staff Acquisition, Inc., a Delaware
corporation ("Staff Acquistion"), and that the Shares are held subject to the
terms and conditions of the Voting Trust Agreement dated as of May _______,
1997 (the "Voting Trust Agreement"), by and between Charles S. Craig (herein
called the "Holder") and the Trustee, a copy of which has been filed at the
registered office of Staff Acquisition located at 1209 Orange Street,
Wilmington, Delaware (c/o The Corporation Trust Company).

Upon termination of the Voting Trust Agreement, the Holder shall be
entitled to receive a stock certificate or certificates for the Shares. Until
the actual delivery of such stock certificate or certificates to the Holder (or
his designee), the Trustee shall possess, and shall be entitled to exercise,
all rights and powers that absolute owners and holders of record of the Shares
possess, including, without limitation, the right to vote for every purpose and
to consent to or waive the requirement for any act by Staff Acquisition; it
being expressly stipulated that no voting right, or right to give consents or
waivers in respect of the Shares, passes to the Holder, or his successors or
assigns, by or under this Voting Trust Certificate or by or under any
agreement, express or implied.

Until the termination of the Voting Trust Agreement, the Holder is
entitled to receive payments equal to the amount of dividends, if any, received
by the Trustee upon the Shares, less any taxes imposed thereon which the
Trustee may be required to pay thereon or to withhold therefrom under any
present or future law.

In the event of the dissolution or total or partial liquidation of
Staff Acquisition, money and other property received by the Trustee in respect
of the Shares shall be paid or delivered to the Holder, but only upon surrender
of this Voting Trust Certificate in the case of dissolution
<PAGE> 7

or the presentation of this Voting Trust Certificate for the notation thereon
of the distribution in the case of a partial liquidation.

This Voting Trust Certificate and the right, title and interest in and
to the Shares represented hereby are subject to restrictions on transfer, and
the Shares are subject to an option to purchase on the part of Staff Leasing,
on the terms set forth in the Option Agreement.

IN WITNESS WHEREOF, the Trustee has signed this Voting Trust
Certificate this ______ day of May, 1997.

STAFF LEASING, INC., AS TRUSTEE

By:
------------------------------------
Title:
[SEAL]

Attest:

- --------------------------------
Title:
--------------------------

-2-

<PAGE> 1
EXHIBIT 10.5

OPTION TO PURCHASE

THIS OPTION TO PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of the ______ day of May, 1997, by and between CHARLES S. CRAIG
("Craig") and STAFF LEASING, INC., a Florida corporation ("Staff Leasing").

WHEREAS, Craig is the owner of 100 shares (the "Shares") of common
stock , $.01 par value, of Staff Acquisition, Inc., a Delaware corporation
("Staff Acquisition"), which constitute all of the issued and outstanding
capital stock of Staff Acquisition; and

WHEREAS, the Partnership is the sole limited partner of each of the
OLPs; and

WHEREAS, Staff Leasing was formed for the purpose of effecting a
reorganization (the "Reorganization") pursuant to which all of the holders of
the limited partnership interests in the Partnership will exchange their
partnership interests for shares of common stock, $.01 par value, of Staff
Leasing ("Staff Leasing Common Stock"), warrants to purchase Staff Leasing
Common Stock and/or cash, as the case may be, and Staff Leasing will become the
sole limited partner of the Partnership and the OLPs; and

WHEREAS, immediately following the Reorganization, Staff Leasing
intends to consummate an initial public offering (the "Initial Public Offering")
of Staff Leasing Common Stock; and

WHEREAS, to facilitate the Reorganization, the Initial Public Offering
and the operation of the business of Staff Leasing following the Initial Public
Offering, Craig has agreed (i) to deposit the Shares in trust under the terms of
a Voting Trust Agreement dated even date herewith (the "Voting Trust Agreement")
by and between Craig and Staff Leasing, as trustee (Staff Leasing in its
capacity as trustee is hereinafter referred to as the "Trustee"), and (ii) to
grant to Staff Leasing an option to purchase the Shares, on the terms and
conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto hereby agree as follows:

<PAGE> 2

1. Grant of Option to Purchase. Craig hereby grants to Staff Leasing,
subject to the conditions hereinafter set forth, the exclusive and irrevocable
right, privilege and option to purchase the Shares. Such option may be exercised
at any time prior to the termination of this Agreement. Staff Leasing shall
exercise such option by giving written notice thereof to Craig, which notice
shall set forth a date for the purchase of the Shares. Such notice shall be
given no less than 5 days prior to the purchase date. On the purchase date, in
payment of the purchase price for the Shares, Staff Leasing shall issue to Craig
_______ shares of Staff Leasing Common Stock (subject to adjustment as provided
in Section 4 hereof) which shall be registered in the name of Craig (or his
designee), and Craig shall deliver the Voting Trust Certificate held by Craig to
the Trustee for cancellation pursuant to the Voting Trust Agreement and shall
either deliver or direct the Trustee to deliver to Staff Leasing a stock
certificate or certificates for the Shares either registered in the name of
Staff Leasing or properly endorsed for transfer to Staff Leasing.

2. Representations and Warranties of Craig. Craig hereby represents and
warrants to Staff Leasing (i) that he owns the Shares free and clear of all
liens, charges and encumbrances (other than those contained herein or in the
Voting Trust Agreement); (ii) that the Shares have been duly issued and are
fully paid and non-assessable and constitute all of the issued and outstanding
shares of capital stock of Staff Acquisition; (iii) that he has the unencumbered
and unrestricted right to grant the option contained herein to purchase the
Shares; (iv) that he has the legal capacity to enter into this Agreement; and
(v) that no consent or approval of any third party or of any governmental or
regulatory authority or of any securities exchange, which has not been obtained,
is necessary in connection with the execution or performance by Craig of this
Agreement.

3. Restriction on Transfer. Except as provided herein or in the Voting
Trust Agreement, Craig will not transfer, pledge, hypothecate, give or otherwise
alienate, in whole or in part, the Voting Trust Certificate or the Shares, or
any interest therein, so long as this Agreement is in effect.

4. Adjustment of Number of Shares. In the event that, during the period
subsequent to the date hereof and prior to exercise of the option to purchase
pursuant to Section 1 hereof, the outstanding shares of Staff Leasing Common
Stock shall have been changed into a different number of shares by reason of any
reclassification, recapitalization, split up, combination, exchange of shares,
or readjustment, or in the event stock rights or stock dividends thereon shall
have been declared by Staff Leasing with a record date within said period, then
the number of shares of Staff Leasing Common Stock issuable in exchange for the
Shares shall be correspondingly adjusted.

5. Limitation on Actions by Craig. Craig will take no action as an
officer or director of Staff Acquisition to amend the Certificate of
Incorporation or the Bylaws of Staff Acquisition, or any action which would in
any way adversely affect the voting rights of the holders of the Shares
including, without limitation, the right of such holders to, remove members of
the Board

-2-

<PAGE> 3

of Directors of Staff Acquisition without cause, amend the Bylaws of Staff
Acquisition, or elect directors to fill vacancies or as additional members of
the Board of Directors of Staff Acquisition. In addition, without the prior
written consent of the Trustee under the Voting Trust Agreement, Craig will take
no action as an officer or director of Staff Acquisition to authorize any
distributions of cash or property by Staff Acquisition as a dividend or
otherwise.

6. Tax Free Exchange. The parties hereto intend that the purchase of
the Shares in exchange for shares of Staff Leasing Common Stock qualify as a tax
free transaction under Section 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended, and in the event the option to purchase the Shares is
exercised, the parties agree to take all steps necessary to qualify the
transaction as such tax free transaction.

7. Term of Agreement. This Agreement shall remain in effect until
December 31, 2002.

-3-

<PAGE> 4

8. General Provisions.

(b) This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of the State of
Delaware.

(c) This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.

(d) If any provision of this Agreement shall be declared void
or unenforceable by any court or administrative board of competent jurisdiction,
such provision shall be deemed to have been severed and the remainder of this
Agreement shall continue in all respects to be valid and enforceable.

(e) No waivers of any breach of this Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies with respect to any subsequent breach.

(f) Any notice required to be given or contemplated by this
Agreement shall be deemed delivered upon the actual receipt of such notice at
the addresses set forth below:

(i) If to Craig:

Charles S. Craig
c/o Staff Leasing, Inc.
600 301 Blvd. West, Suite 202
Bradenton, Florida 34205
Attn: President

(ii) If to Staff Leasing:

Staff Leasing, Inc.
600 301 Blvd. West, Suite 202
Bradenton, Florida 34205
Attn: President

[Remainder of Page Intentionally Left Blank]

-4-

<PAGE> 5

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

-----------------------------
CHARLES S. CRAIG

STAFF LEASING, INC.

By:
--------------------------
Title:
----------------
[SEAL]

Attest:

- ---------------------------
Title:
---------------------

-5-

<PAGE> 1
EXHIBIT 10.6

CONFORMED COPY
[WITH EXHIBITS E, F,
G, H-1 AND H-2 CONFORMED
AS EXECUTED]

================================================================================

$38,000,000

AMENDED AND RESTATED

CREDIT AGREEMENT

among

STAFF ACQUISITION, INC.,

STAFF CAPITAL, L.P.,

VARIOUS BANKS

and

BANQUE PARIBAS,
as Agent

_____________________________________________

Dated as of November 5, 1993

and

Amended and Restated as of December 8, 1994

_____________________________________________

================================================================================

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Section 1. Amount and Terms of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 The Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Minimum Amount of Each Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.03 Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.04 Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.05 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.06 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.07 Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.08 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.09 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.10 Increased Costs, Illegality, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.11 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.12 Replacement of Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 2. Letters Of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.01 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.02 Minimum Stated Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.03 Letter of Credit Requests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.04 Letter of Credit Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.05 Agreement to Repay Letter of Credit Drawings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.06 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 3. Commitment Commission; Fees; Reductions Of Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.01 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.02 Voluntary Termination of Unutilized Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.03 Mandatory Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Section 4. Prepayments; Payments; Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.01 Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.02 Mandatory Repayments and Commitment Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.03 Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.04 Net Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Section 5. Conditions Precedent to the Restatement Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
<PAGE> 3

<TABLE>
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<S> <C>
5.01 Execution of Agreement; Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.02 Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.03 Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.04 Corporate Documents; Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.05 Employee Benefit Plans; Partnership Agreements; Management Agreements; Employment Agreements;
Collective Bargaining Agreements; Debt Agreements; Material Contracts . . . . . . . . . . . . . . . 24
5.06 Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.07 Pledge Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.08 Security Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.09 Subsidiaries Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.10 Assumption Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.11 Adverse Change, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.12 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.13 Fees, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.14 Subsidiary Notes; Concentration Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.15 Solvency Letter; Insurance Analyses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.16 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.17 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.18 Existing Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.19 Original Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.20 Management Investor Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 6. Conditions Precedent to All Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.01 No Default; Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.02 Adverse Change, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.03 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.04 Notice of Borrowing; Letter of Credit Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.05 Subsequent Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 7. Representations, Warranties and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.01 Corporate or Partnership Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.02 Corporate or Partnership Power and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.03 No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.04 Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.05 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. . . . . . . . . 34
7.06 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.07 True and Complete Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.08 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.09 Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.10 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.11 The Security Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

(ii)
<PAGE> 4

<TABLE>
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7.12 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.13 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.14 Compliance with Statutes, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.15 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.16 Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.17 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.18 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.19 Patents, Licenses, Franchises and Formulas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.20 Restrictions on or Relating to Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.21 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Section 8. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.01 Information Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(a) Monthly Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(b) Quarterly Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(c) Annual Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(d) Management Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(e) Budgets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(f) Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(g) Notice of Default or Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(h) Other Reports and Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(i) Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(j) Annual Meetings with Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
(k) Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.02 Books, Records and Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.03 Maintenance of Property, Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.04 Corporate Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.05 Compliance with Statutes, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.06 Compliance with Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.07 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.08 End of Fiscal Years; Fiscal Quarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.09 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.10 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.11 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.12 Intellectual Property Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.13 Concentration Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.14 Additional Security; Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Section 9. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
9.01 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
9.02 Consolidation, Merger, Purchase or Sale of Assets, etc. . . . . . . . . . . . . . . . . . . . . . . . 53
</TABLE>

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<TABLE>
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9.03 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.04 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.05 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.06 Advances, Investments and Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.07 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.08 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.09 Minimum EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.10 Minimum Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.11 Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
9.12 Consolidated Indebtedness to Consolidated EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
9.13 Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of Partnership
Agreements, Certificates of Limited Partnership and Certain Other Agreements; etc. . . . . . . . . . 59
9.14 Limitation on Certain Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.15 Limitation on Issuance of Equity Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
9.16 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
9.17 Limitation on Creation of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 10. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.01 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.02 Representations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.03 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.04 Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.05 Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.06 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
10.07 Security Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
10.08 Subsidiaries Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
10.09 Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
10.10 Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Section 11. Definitions And Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.01 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Section 12. The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.01 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.02 Nature of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.03 Lack of Reliance on the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.04 Certain Rights of the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
12.05 Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
12.06 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
</TABLE>

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12.07 The Agent in Its Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
12.08 Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
12.09 Resignation by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

Section 13. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
13.01 Payment of Expenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
13.02 Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
13.03 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
13.04 Benefit of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
13.05 No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
13.06 Payments Pro Rata . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
13.07 Calculations; Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE . . . . . . . . . . . . . . . . . . . . . . . . . . 90
13.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
13.10 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
13.11 Headings Descriptive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
13.12 Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
13.13 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
13.14 Domicile of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
</TABLE>

SCHEDULE I Commitments
SCHEDULE II Projections
SCHEDULE III Real Property
SCHEDULE IV Capitalization
SCHEDULE V Material Contracts
SCHEDULE VI Insurance
SCHEDULE VII Existing Liens

Exhibit A-1 Notice of Borrowing
Exhibit A-2 Notice of Conversion
Exhibit A-3 Letter of Credit Request
Exhibit B-1 Term Note
Exhibit B-2 Revolving Note
Exhibit C-1 Form of Opinion of Dechert Price & Rhoads
Exhibit C-2 Form of Opinion of Steven Cooley, Esq.
Exhibit D Officers' Certificate of Credit Parties
Exhibit E Subsidiary Acknowledgement
Exhibit F Borrower Acknowledgement
Exhibit G Partner Acknowledgement

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Exhibit H-1 Subsidiary Assumption Agreement
Exhibit H-2 Partner Assumption Agreement
Exhibit I Solvency Certificate
Exhibit J Bank Assignment and Assumption Agreement
</TABLE>

(vi)
<PAGE> 8

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 5,
1993, and amended and restated as of December 8, 1994, among STAFF CAPITAL,
L.P., a limited partnership organized and existing under the laws of the State
of Delaware (the "Borrower"), STAFF ACQUISITION, INC., a corporation organized
under the State of Delaware and general partner of the Borrower and its
Subsidiaries (the "General Partner"), the financial institutions party hereto
from time to time and BANQUE PARIBAS, as agent (the "Agent"). Unless otherwise
defined herein, all capitalized terms used herein and defined in Section 11 are
used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Borrower, the General Partner, the Original Banks
and the Agent are parties to a Credit Agreement, dated as of November 5, 1993
(as amended and modified to but not including the Restatement Effective Date,
the "Original Credit Agreement");

WHEREAS, the Borrower and the General Partner have requested
that the Original Credit Agreement be amended and restated and the Banks, the
Original Banks and the Agent are willing to amend and restate the same upon the
terms and conditions set forth below;

NOW, THEREFORE, the parties hereto agree that the Original
Credit Agreement shall be and is hereby amended and restated in its entirety as
follows:

Section 1. Amount and Terms of Credit.

1.01 The Commitments. (a) Subject to and upon the terms and
conditions set forth herein, each Bank with a Term Loan Commitment severally
agrees to make, on the Restatement Effective Date, a term loan (each, a "Term
Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans
(i) except as hereinafter provided, shall, at the option of the Borrower, be
Base Rate Loans or Eurodollar Loans, provided that except as otherwise
specifically provided in Section 1.10(b), all Term Loans comprising the same
Borrowing shall be of the same Type and (ii) shall not exceed for any Bank, in
initial aggregate principal amount, that amount which equals the Term Loan
Commitment of such Bank on such date (before giving effect to any reductions
thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to
any reductions thereto on or prior to such date

<PAGE> 9

pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder
may not be reborrowed.

(b) Subject to and upon the terms and conditions set forth
herein, each Bank with a Revolving Loan Commitment severally agrees at any time
and from time to time on and after the Restatement Effective Date and prior to
the Final Maturity Date, to make a loan or loans (each a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i)
shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans;
provided that except as otherwise specifically provided in Section 1.10(b),
all Revolving Loans comprising the same Borrowing shall at all times be of the
same Type, (ii) may be repaid and reborrowed in accordance with the provisions
hereof and (iii) shall not exceed for any Bank at any time outstanding that
aggregate principal amount which, when added to the product of (x) such Bank's
Percentage and (y) the aggregate amount of Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of such
Revolving Loans) at such time equals the Revolving Loan Commitment of such Bank
at such time. No more than $5,800,000 in aggregate principal amount of
Revolving Loans may be incurred on the Restatement Effective Date.

1.02 Minimum Amount of Each Borrowing. The aggregate
principal amount of each Borrowing hereunder shall not be less than the Minimum
Borrowing Amount and, if greater, shall be in integral multiples of $100,000.
More than one Borrowing may occur on the same date, but at no time shall there
be outstanding more than five Borrowings of Eurodollar Loans.

1.03 Notice of Borrowing. Whenever the Borrower desires to
make a Borrowing hereunder, it shall give the Agent at its Notice Office, prior
to 12:00 Noon (New York time) at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing) of each Borrowing of Base
Rate Loans and at least three Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Loans to be made hereunder. Each such notice (each a "Notice of
Borrowing"), except as otherwise expressly provided in Section 1.10, shall be
irrevocable and shall be given by the Borrower in the form of Exhibit A-1,
appropriately completed to specify (i) the aggregate principal amount of the
Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing
(which shall be a Business Day), (iii) whether the Loans being made pursuant to
such Borrowing shall constitute Term Loans or Revolving Loans and (iv) whether
the Loans being made pursuant to such Borrowing are to be initially maintained
as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial
Interest Period to be applicable thereto. The Agent shall promptly give each
Bank which is required to make Loans of the Tranche specified in the respective
Notice of Borrowing notice of such proposed Borrowing, of such Bank's
proportionate share thereof and of the other matters specified in the Notice of
Borrowing.

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<PAGE> 10

1.04 Disbursement of Funds. No later than 12:00 Noon (New
York time) on the date specified in each Notice of Borrowing, each Bank with a
Commitment of the respective Tranche will make available its pro rata portion
(determined in accordance with Section 1.07) of each such Borrowing requested
to be made on such date. All such amounts shall be made available in Dollars
and in immediately available funds at the Payment Office of the Agent, and the
Agent will make available to the Borrower at the Payment Office the aggregate
of the amounts so made available by the Banks. Unless the Agent shall have
been notified by any Bank prior to the date of Borrowing that such Bank does
not intend to make available to the Agent such Bank's portion of any Borrowing
to be made on such date, the Agent may assume that such Bank has made such
amount available to the Agent on such date of Borrowing and the Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. If such corresponding amount is not in fact made available to the
Agent by such Bank, the Agent shall be entitled to recover such corresponding
amount on demand from such Bank. If such Bank does not pay such corresponding
amount forthwith upon the Agent's demand therefor, the Agent shall promptly
notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Agent. The Agent shall also be entitled to recover on demand
from such Bank or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Agent to the Borrower until the date such
corresponding amount is recovered by the Agent, at a rate per annum equal to
(i) if recovered from such Bank, the cost to the Agent of acquiring overnight
Federal Funds and (ii) if recovered from the Borrower, the rate of interest
applicable to the respective Borrowing, as determined pursuant to Section 1.08.
Nothing in this Section 1.04 shall be deemed to relieve any Bank from its
obligation to make Loans hereunder or to prejudice any rights which the
Borrower may have against any Bank as a result of any failure by such Bank to
make Loans hereunder.

1.05 Notes. (a) The Borrower's obligation to pay the
principal of, and interest on, the Loans made by each Bank shall be evidenced
(i) if Term Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-1 with blanks appropriately
completed in conformity herewith (each a "Term Note" and, collectively, the
"Term Notes") and (ii) if Revolving Loans, by a promissory note duly executed
and delivered by the Borrower substantially in the form of Exhibit B-2, with
blanks appropriately completed in conformity herewith (each a "Revolving Note"
and, collectively, the "Revolving Notes").

(b) The Term Note issued to each Bank shall (i) be executed
by the Borrower, (ii) be payable to the order of such Bank and be dated the
Restatement Effective Date, (iii) be in a stated principal amount equal to the
Term Loans made by such Bank on the Restatement Effective Date and be payable
in the principal amount of Term Loans evidenced thereby, (iv) mature on the
Final Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar

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<PAGE> 11

Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory
repayment as provided in Section 4.02 and (vii) be entitled to the benefits of
this Agreement and the Subsidiaries Guaranty and be secured by the Security
Documents.

(c) The Revolving Note issued to each Bank shall (i) be
executed by the Borrower, (ii) be payable to the order of such Bank and be
dated the Restatement Effective Date, (iii) be in a stated principal amount
equal to the Revolving Loan Commitment of such Bank and be payable in the
principal amount of the Revolving Loans evidenced thereby, (iv) mature on the
Final Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the
case may be, evidenced thereby, (vi) be subject to mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this
Agreement and the Subsidiaries Guaranty and be secured by the Security
Documents.

(d) Each Bank will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation shall not affect the Borrower's obligations in respect of such
Loans.

1.06 Conversions. The Borrower shall have the option to
convert on any Business Day all or a portion at least equal to the Minimum
Borrowing Amount of the outstanding principal amount of the Loans made pursuant
to one or more Borrowings (so long as of the same Tranche) of one Type of Loan
into a Borrowing or Borrowings (of the same Tranche) of the other Type of Loan;
provided that (i) except as otherwise provided in Section 1.10(b), Eurodollar
Loans may be converted into Base Rate Loans only on the last day of an Interest
Period applicable to the Loans being converted and no such partial conversion
of Eurodollar Loans shall reduce the outstanding principal amount of such
Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum
Borrowing Amount applicable thereto, (ii) Base Rate Loans may only be converted
into Eurodollar Loans if no Default or Event of Default is in existence on the
date of the conversion and (iii) no conversion pursuant to this Section 1.06
shall result in a greater number of Borrowings than is permitted under Section
1.02. Each such conversion shall be effected by the Borrower by giving the
Agent at its Notice Office prior to 12:00 Noon (New York time) at least three
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing) (each a "Notice of Conversion") which notice shall be in the form of
Exhibit A-2, appropriately completed to specify the Loans to be so converted,
the Borrowing(s) pursuant to which such Loans were made and, if to be converted
into Eurodollar Loans, the Interest Period to be initially applicable thereto.
The Agent shall give each Bank prompt notice of any such proposed conversion
affecting any of its Loans. Upon any such conversion the proceeds thereof will
be deemed to be applied directly on the day of such conversion to prepay the
outstanding principal amount of the Loans being converted.

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<PAGE> 12

1.07 Pro Rata Borrowings. All Borrowings of Term Loans and
Revolving Loans under this Agreement shall be incurred from the Banks pro rata
on the basis of their respective Term Loan Commitments or Revolving Loan
Commitments, as the case may be. It is understood that no Bank shall be
responsible for any default by any other Bank of its obligation to make Loans
hereunder and that each Bank shall be obligated to make the Loans provided to
be made by it hereunder regardless of the failure of any other Bank to make its
Loans hereunder.

1.08 Interest. (a) The Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the date of
the Borrowing thereof until the maturity thereof (whether by acceleration or
otherwise) at a rate per annum which shall at all times be equal to the sum of
the Applicable Margin relating thereto plus the Base Rate in effect from time
to time.

(b) The Borrower agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan from the date of the Borrowing
thereof until the maturity thereof (whether by acceleration or otherwise) at a
rate per annum which shall, during each Interest Period applicable thereto, be
equal to the sum of the Applicable Margin relating thereto plus the Quoted Rate
for such Interest Period.

(c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and any other overdue amount payable
hereunder shall, in each case, bear interest at a rate per annum equal to the
greater of (x) 4-1/2% in excess of the Base Rate in effect from time to time
and (y) the rate which is 2% in excess of the rate of interest then applicable
to such Loan, in each case with such interest to be payable on demand.

(d) Accrued (and theretofore unpaid) interest shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on each
Quarterly Payment Date, (ii) in respect of each Eurodollar Loan, on the last
day of each Interest Period applicable thereto and, in the case of an Interest
Period in excess of three months, on each date occurring at three month
intervals after the first day of such Interest Period and (iii) in respect of
each Loan, on any repayment (on the amount repaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

(e) Upon each Interest Determination Date, the Agent shall
determine the Quoted Rate for the Interest Period applicable to Eurodollar
Loans and shall promptly notify the Borrower and the Banks thereof. Each such
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto.

1.09 Interest Periods. At the time it gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Eurodollar Loan

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<PAGE> 13

(in the case of the initial Interest Period applicable thereto) or prior to
12:00 Noon (New York time) on the third Business Day prior to the expiration of
an Interest Period applicable to such Eurodollar Loan (in the case of any
subsequent Interest Period), the Borrower shall have the right to elect, by
giving the Agent notice thereof, the interest period (each an "Interest
Period") applicable to such Eurodollar Loan, which Interest Period shall, at
the option of the Borrower, be a one, two, three or six-month period; provided
that:

(i) all Eurodollar Loans comprising a single Borrowing
shall at all times have the same Interest Period;

(ii) the initial Interest Period for any Eurodollar Loan
shall commence on the date of Borrowing of such Loan (including the
date of any conversion thereto from a Borrowing of Base Rate Loans)
and each Interest Period occurring thereafter in respect of such Loan
shall commence on the day on which the next preceding Interest Period
applicable thereto expires;

(iii) if any Interest Period relating to a Eurodollar Loan
begins on a day for which there is no numerically corresponding day in
the calendar month at the end of such Interest Period, such Interest
Period shall end on the last Business Day of such calendar month;

(iv) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the
next succeeding Business Day; provided, however, that if any Interest
Period for a Eurodollar Loan would otherwise expire on a day which is
not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire
on the next preceding Business Day;

(v) no Interest Period may be selected at any time when a
Default or Event of Default then exists;

(vi) no Interest Period shall be selected which extends
beyond the Final Maturity Date; and

(vii) no Interest Period in respect of any Borrowing of Term
Loans shall be selected which extends beyond any Scheduled Repayment
Date if, after giving effect to the selection of such Interest Period,
the aggregate principal amount of Term Loans maintained as Eurodollar
Loans which have Interest Periods expiring after such Scheduled
Repayment Date will be in excess of the aggregate principal amount of
Term Loans then outstanding less the aggregate amount of the Scheduled
Repayment on such Scheduled Repayment Date.

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<PAGE> 14

If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is
prohibited from electing as a result of any of the above clauses, a new
Interest Period to be applicable to such Eurodollar Loans as provided above,
the Borrower shall be deemed to have elected to convert such Eurodollar Loans
into Base Rate Loans effective as of the expiration date of such current
Interest Period.

1.10 Increased Costs, Illegality, etc. (a) In the event
that any Bank shall have determined (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto but, with
respect to clause (i) below, may be made only by the Agent):

(i) on any Interest Determination Date that, by reason of
any changes arising after the date of this Agreement affecting the
interbank Eurodollar market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in
the definition of Quoted Rate; or

(ii) at any time, that such Bank shall incur increased costs
or reductions in the amounts received or receivable hereunder with
respect to any Eurodollar Loan because of (x) any change since the
date of this Agreement in any applicable law or governmental rule,
regulation, order, guideline or request (whether or not having the
force of law) or in the interpretation or administration thereof and
including the introduction of any new law or governmental rule,
regulation, order, guideline or request, such as, for example, but not
limited to: (A) a change in the basis of taxation of payments to any
Bank of the principal of or interest on the Notes or any other amounts
payable hereunder (except for changes in the rate of tax on, or
determined by reference to, the net income or profits of such Bank
imposed by the jurisdiction in which its principal office or
applicable lending office is located) or (B) a change in official
reserve requirements (but, in all events, excluding reserves required
under Regulation D to the extent included in the computation of the
Quoted Rate) and/or (y) other circumstances since the date of this
Agreement affecting such Bank or the interbank Eurodollar market or
the position of such Bank in such market; or

(iii) at any time, that the making or continuance of any
Eurodollar Loan has been made (x) unlawful by any law or governmental
rule, regulation or order, (y) impossible by compliance by any Bank in
good faith with any governmental request (whether or not having the
force of law) or (z) impracticable as a result of a contingency
occurring after the date of this Agreement which materially and
adversely affects the interbank Eurodollar market;

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<PAGE> 15

then, and in any such event, such Bank (or the Agent, in the case of clause (i)
above) shall promptly give notice (by telephone confirmed in writing) to the
Borrower and, except in the case of clause (i) above, to the Agent of such
determination (which notice the Agent shall promptly transmit to each of the
other Banks). Thereafter (x) in the case of clause (i) above, Eurodollar Loans
shall no longer be available until such time as the Agent notifies the Borrower
and the Banks that the circumstances giving rise to such notice by the Agent no
longer exist, and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Loans which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by the Borrower, (y)
in the case of clause (ii) above, the Borrower shall pay to such Bank, within
two Business Days following written demand therefor, such additional amounts
(in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Bank in its sole discretion shall determine) as
shall be required to compensate such Bank for such increased costs or
reductions in amounts received or receivable hereunder (a written notice as to
the additional amounts owed to such Bank, showing the basis for the calculation
thereof, submitted to the Borrower by such Bank shall, absent manifest error,
be final and conclusive and binding on all the parties hereto) and (z) in the
case of clause (iii) above, the Borrower shall take one of the actions
specified in Section 1.10(b) as promptly as possible and, in any event, within
the time period required by law.

(b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, by giving the Agent
telephonic notice (confirmed in writing) on the same date that the Borrower was
notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or
(iii), cancel the respective Borrowing, or (ii) if the affected Eurodollar Loan
is then outstanding, upon at least three Business Days' written notice to the
Agent, require the affected Bank to convert such Eurodollar Loan into a Base
Rate Loan; provided that if more than one Bank is affected at any time, then
all affected Banks must be treated the same pursuant to this Section 1.10(b).

(c) If at any time after the date hereof, any Bank determines
that the introduction or implementation of or any change in applicable law or
governmental rule, regulation, order, any guideline, directive or request
(whether or not having the force of law and including, without limitation,
those announced or published prior to the Restatement Effective Date)
concerning capital adequacy, or any change in interpretation or administration
thereof by any governmental authority, central bank or comparable agency, will
have the effect of increasing the amount of capital required or expected to be
maintained by such Bank based on the existence of such Bank's Commitments
hereunder or its obligations hereunder, then the Borrower shall pay to such
Bank, upon its written demand therefor, such additional amounts as shall be
required to compensate such Bank for

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<PAGE> 16

the increased cost to such Bank or the reduction in the rate of return to such
Bank as a result of such increase of capital. In determining such additional
amounts, each Bank will act reasonably and in good faith and will use averaging
and attribution methods which are reasonable; provided that such Bank's
determination of compensation owing under this Section 1.10(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto.
Each Bank, upon determining that any additional amounts will be payable
pursuant to this Section 1.10(c), will give prompt written notice thereof to
the Borrower, which notice shall show the basis for calculation of such
additional amounts, although the failure to give any such notice shall not
release or diminish any of the Borrower's obligations to pay additional amounts
pursuant to this Section 1.10(c).

(d) Each Bank agrees that upon the occurrence of any event
giving rise to the operation of Section 1.10 with respect to such Bank, it
will, if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Bank) to designate another lending office for any
Loans affected by such event, provided that such designation is made on such
terms that such Bank and its lending office suffer no economic, legal or
regulatory disadvantage, with the object of avoiding or minimizing the
consequence of the event giving rise to the operation of any provisions of such
Section. The Borrower agrees to pay all costs and expenses incurred by such
Bank in utilizing such other lending office. Nothing in this Section 1.10(d)
shall affect or postpone any of the obligations of the Borrower or the right of
any Bank provided in Section 1.10.

1.11 Compensation. The Borrower shall compensate each Bank,
upon its written request (which request shall set forth the basis for
requesting such compensation), for all losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required
by such Bank to fund its Eurodollar Loans) which such Bank may sustain: (i) if
for any reason (other than a default by such Bank or the Agent) a Borrowing of,
or conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion (whether or not
withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.10(a));
(ii) if any repayment (including any repayment made pursuant to Section 4.02 or
a result of an acceleration of the Loans pursuant to Section 10) or conversion
of any of its Eurodollar Loans occurs on a date which is not the last day of an
Interest Period with respect thereto; (iii) if any prepayment of any of its
Eurodollar Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a consequence of (x) any other default by the
Borrower to repay its Loans when required by the terms of this Agreement or any
Note held by such Bank or (y) any election made pursuant to Section 1.10(b). A
Bank's basis for requesting compensation pursuant to this Section, and a Bank's
calculations of the amount thereof, shall, absent manifest error, be final and
conclusive and binding on all the parties hereto.

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<PAGE> 17

1.12 Replacement of Banks. If (x) any Bank becomes a
Defaulting Bank or otherwise defaults in its obligations to make Loans or (y)
as provided in Section 13.12(b) in the case of certain refusals by a Bank to
consent to certain proposed changes, waivers, discharges or terminations with
respect to this Agreement which have been approved by the Required Banks, the
Borrower shall have the right, if no Default or Event of Default then exists,
to replace such Bank (the "Replaced Bank") with one or more Eligible
Transferees, none of whom shall constitute a Defaulting Bank at the time of
such replacement (collectively, the "Replacement Bank"), reasonably acceptable
to the Agent or, at the option of the Borrower, to replace only the Revolving
Loan Commitment (and Revolving Loans outstanding pursuant thereto) of the
Replaced Bank with an identical Revolving Loan Commitment provided by the
Replacement Bank, provided that (i) at the time of any replacement pursuant to
this Section 1.12, the Replacement Bank shall enter into one or more assignment
and assumption agreements pursuant to Section 13.04(b) (and with all fees
payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank)
pursuant to which the Replacement Bank shall acquire all of the Commitments and
outstanding Loans (or, in the case of the replacement of only the Revolving
Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans)
of the Replaced Bank and, in connection therewith, shall pay to the Replaced
Bank in respect thereof an amount equal to the sum of (A) an amount equal to
the principal of, and all accrued and unpaid interest on, all outstanding Loans
(or, in the case of the replacement of only the Revolving Loan Commitment, the
outstanding Revolving Loans) of the Replaced Bank and (B) an amount equal to
all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant
to Section 3.01 hereof and (ii) all obligations of the Borrower owing to the
Replaced Bank (other than those specifically described in clause (i) above in
respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Bank concurrently with such
replacement. Upon the execution of the respective assignment documentation,
the payment of amounts referred to in clauses (i) and (ii) above and, if so
requested by the Replacement Bank, delivery to the Replacement Bank of the
appropriate Note executed by the Borrower, (x) the Replacement Bank shall
become a Bank hereunder and, unless the respective Replaced Bank continues to
have outstanding Term Loans hereunder, the Replaced Bank shall cease to
constitute a Bank hereunder, except with respect to indemnification provisions
under this Agreement, which shall survive as to such Replaced Bank, and (y) if
so requested by the Borrower, the Replaced Bank shall deliver to the Borrower
for cancellation the Notes evidencing the Commitments and outstanding Loans of
the Replaced Bank acquired pursuant to this Section 1.12.

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<PAGE> 18

Section 2. Letters Of Credit.

2.01 Letters of Credit. (a) Subject to and upon the terms
and conditions herein set forth, the Borrower may request the Issuing Bank to
issue, at any time and from time to time after the Restatement Effective Date
and prior to the Final Maturity Date, for the account of the Borrower and for
the benefit of any holder (or any trustee, agent or other similar
representative for any such holders) of L/C Supportable Indebtedness of the
Borrower or any of its Subsidiaries, an irrevocable standby letter of credit in
a form customarily used by the Issuing Bank or in such other form as has been
approved by the Issuing Bank in support of said L/C Supportable Indebtedness
(each such Letter of Credit, a "Letter of Credit" and collectively, the
"Letters of Credit"). All Letters of Credit shall be denominated in Dollars.

(b) The Issuing Bank agrees that it will (subject to the
terms and conditions contained herein), after the Restatement Effective Date at
any time and from time to time after the Restatement Effective Date and prior
to the Final Maturity Date, following its receipt of the respective Letter of
Credit Request, issue for the account of the Borrower one or more Letters of
Credit, in support of such L/C Supportable Indebtedness of the Borrower or any
of its Subsidiaries as is permitted to remain outstanding without giving rise
to a Default or Event of Default hereunder; provided, that the Issuing Bank
shall be under no obligation to issue any Letter of Credit if at the time of
such issuance:

(i) any order, judgment or decree of any governmental
authority or arbitrator shall purport by its terms to enjoin or
restrain the Issuing Bank from issuing such Letter of Credit or any
requirement of law applicable to the Issuing Bank or any request or
directive (whether or not having the force of law) from any
governmental authority with jurisdiction over the Issuing Bank shall
prohibit, or request that the Issuing Bank refrain from, the issuance
of letters of credit generally or such Letter of Credit in particular
or shall impose upon the Issuing Bank with respect to such Letter of
Credit any restriction or reserve or capital requirement (for which
the Issuing Bank is not otherwise compensated) not in effect on the
Restatement Effective Date, or any unreimbursed loss, cost or expense
which was not applicable, in effect or known to the Issuing Bank as of
the Restatement Effective Date and which the Issuing Bank in good
faith deems material to it; or

(ii) the Issuing Bank shall have received notice from any
Bank prior to the issuance of such Letter of Credit of the type
described in the penultimate sentence of Section 2.03(b).

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<PAGE> 19

(c) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, but
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed $5,000,000, (ii) each Letter of Credit shall by its terms terminate on
or before the earlier of (x) the date which occurs 12 months after the date of
the issuance thereof (although any Letter of Credit may be renewable for
successive periods of up to 12 months, but not beyond the Final Maturity Date
on terms acceptable to the Issuing Bank) and (y) the Final Maturity Date and
(iii) no Letter of Credit shall be issued the Stated Amount of which, when
added to the Letter of Credit Outstandings at such time and the aggregate
principal amount of all Revolving Loans then outstanding, would exceed an
amount equal to the Total Revolving Loan Commitment then in effect.

(d) Notwithstanding the foregoing, in the event that any Bank
Default exists, the Issuing Bank shall not be required to issue the Letter of
Credit so requested unless the Issuing Bank has entered into arrangements
satisfactory to the Issuing Bank to eliminate the Issuing Bank's risk with
respect to the Bank that is the subject of the Bank Default, including by cash
collateralizing such Bank's Percentage of such Letter of Credit.

2.02 Minimum Stated Amount. The Stated Amount of each Letter
of Credit shall be not less than $100,000 or such lesser amount as is
acceptable to the Issuing Bank.

2.03 Letter of Credit Requests. (a) Whenever the Borrower
desires that a Letter of Credit be issued for its account, the Borrower shall
give the Agent and the Issuing Bank at least 10 days' (or such shorter period
as is acceptable to the Issuing Bank in any given case) written notice prior to
the proposed date of issuance (which shall be a Business Day), which notice
shall be in the form of Exhibit A-3 (each a "Letter of Credit Request"). The
Agent shall promptly transmit copies of each Letter of Credit Request to each
Bank.

(b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.01(c). Unless the Issuing Bank has received notice from any Bank
before it issues a Letter of Credit that one or more of the conditions
specified in Section 5 or 6, as the case may be, are not then satisfied, or
that the issuance of such Letter of Credit would violate Section 2.01(c), then
the Issuing Bank may issue the requested Letter of Credit for the account of
the Borrower in accordance with the Issuing Bank's usual and customary
practices. Upon its issuance of any Letter of Credit, the Issuing Bank shall
promptly notify each Bank of such issuance, which notice shall be accompanied
by a copy of the Letter of Credit actually issued.

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<PAGE> 20

2.04 Letter of Credit Participations. (a) Immediately upon
the issuance by the Issuing Bank of any Letter of Credit, the Issuing Bank
shall be deemed to have sold and transferred to each Bank with a Revolving Loan
Commitment, other than the Issuing Bank (each such Bank, in its capacity under
this Section 2.04, a "Participant"), and each such Participant shall be deemed
irrevocably and unconditionally to have purchased and received from the Issuing
Bank, without recourse or warranty, an undivided interest and participation, to
the extent of such Participant's Percentage in such Letter of Credit, each
substitute letter of credit, each drawing made thereunder and the obligations
of the Borrower under this Agreement with respect thereto, and any security
therefor or guaranty pertaining thereto. Upon any change in the Total
Revolving Loan Commitment or the Percentages of the Banks pursuant to Section
13.04, it is hereby agreed that, with respect to all outstanding Letters of
Credit and Unpaid Drawings, there shall be an automatic adjustment to the
participations pursuant to this Section 2.04 to reflect the new Percentages of
the assignor and assignee Bank or of all Banks with Revolving Loan Commitments,
as the case may be.

(b) In determining whether to pay under any Letter of Credit,
the Issuing Bank shall not have any obligation relative to the other Banks
other than to confirm that any documents required to be delivered under such
Letter of Credit appear to have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by the Issuing Bank under or in connection with any
Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create for the Issuing Bank any resulting
liability to the Borrower or any Bank.

(c) In the event that the Issuing Bank makes any payment
under any Letter of Credit and the Borrower shall not have reimbursed such
amount in full to the Issuing Bank pursuant to Section 2.05(a), the Issuing
Bank shall promptly notify the Agent, which shall promptly notify each
Participant of such failure, and each Participant shall promptly and
unconditionally pay to the Agent for the account of the Issuing Bank the amount
of such Participant's Percentage of such unreimbursed payment in Dollars and in
same day funds. If the Agent so notifies, prior to 11:00 A.M. (New York time)
on any Business Day, any Participant required to fund a payment under a Letter
of Credit, such Participant shall make available to the Agent at the Payment
Office of the Agent for the account of the Issuing Bank in Dollars such
Participant's Percentage of the amount of such payment on such Business Day in
same day funds. If and to the extent such Participant shall not have so made
its Percentage of the amount of such payment available to the Agent for the
account of the Issuing Bank, such Participant agrees to pay to the Agent for
the account of the Issuing Bank, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is
paid to the Agent for the account of the Issuing Bank at the overnight Federal
Funds Rate. The failure of any Participant to make available to the Agent for
the account of the Issuing Bank its Percentage of any payment under any Letter
of Credit shall not relieve any other Participant of its obligation

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<PAGE> 21

hereunder to make available to the Agent for the account of the Issuing Bank
its Percentage of any Letter of Credit on the date required, as specified
above, but no Participant shall be responsible for the failure of any other
Participant to make available to the Agent for the account of the Issuing Bank
such other Participant's Percentage of any such payment.

(d) Whenever the Issuing Bank receives a payment of a
reimbursement obligation as to which the Agent has received for the account of
the Issuing Bank any payments from the Participants pursuant to clause (c)
above, the Issuing Bank shall pay to the Agent and the Agent shall promptly pay
each Participant which has paid its Percentage thereof, in Dollars and in same
day funds, an amount equal to such Participant's share (based on the
proportionate aggregate amount funded by such Participant to the aggregate
amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of
the respective participations.

(e) Upon the request of any Participant, the Issuing Bank
shall furnish to such Participant copies of any Letter of Credit issued by the
Issuing Bank and such other documentation as may reasonably be requested by
such Participant.

(f) The obligations of the Participants to make payments to
the Agent for the account of the Issuing Bank with respect to Letters of Credit
issued shall be irrevocable and not subject to any qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of
this Agreement under all circumstances, including, without limitation, any of
the following circumstances:

(i) any lack of validity or enforceability of this
Agreement or any of the Credit Documents;

(ii) the existence of any claim, setoff, defense or other
right which the Borrower may have at any time against a beneficiary
named in a Letter of Credit, any transferee of any Letter of Credit
(or any Person for whom any such transferee may be acting), the Agent,
any Participant, or any other Person, whether in connection with this
Agreement, any Letter of Credit, the transactions contemplated herein
or any unrelated transactions (including any underlying transaction
between the Borrower and/or any of its Subsidiaries and the
beneficiary named in any such Letter of Credit);

(iii) any draft, certificate or any other document presented
under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue
or inaccurate in any respect;

(iv) the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Credit
Documents; or

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<PAGE> 22

(v) the occurrence of any Default or Event of Default.

2.05 Agreement to Repay Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the Issuing Bank, by making payment to the
Agent in immediately available funds at the Payment Office (or by making the
payment directly to the Issuing Bank at such location as may otherwise have
been agreed upon by the Borrower and the Issuing Bank), for any payment or
disbursement made by the Issuing Bank under any Letter of Credit (each such
amount so paid until reimbursed, an "Unpaid Drawing"), immediately after, and
in any event on the date of, such payment or disbursement, with interest on the
amount so paid or disbursed by the Issuing Bank, to the extent not reimbursed
prior to 12:00 Noon (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but excluding
the date the Issuing Bank is reimbursed by the Borrower therefor at a rate per
annum which shall be the Base Rate in effect from time to time plus 4.5%, with
such interest to be payable on demand. The Issuing Bank shall provide the
Borrower prompt notice of each Drawing under any Letter of Credit; provided
that a failure to give any such notice shall in no way effect, impair or
diminish the Borrower's obligations under this Section 2.05(a) or under any
other Section of this Agreement.

(b) The obligations of the Borrower under this Section 2.05
to reimburse the Issuing Bank with respect to Unpaid Drawings (including, in
each case, interest thereon) shall be absolute and unconditional under any and
all circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower may have or have had against any Bank (including in
its capacity as Issuing Bank or as Participant), including, without limitation,
any defense based upon the failure of any drawing under a Letter of Credit
(each a "Drawing") to conform to the terms of the Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of such
Drawing; provided, however, that the Borrower shall not be obligated to
reimburse the Issuing Bank for any wrongful payment made by the Issuing Bank
under a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Issuing Bank.

2.06 Increased Costs. If at any time after the date hereof,
the Issuing Bank or any Participant determines that the introduction of or any
change in any applicable law or governmental rule, regulation, order, guideline
or request (whether or not having the force of law and including without
limitation those announced or published prior to the Restatement Effective
Date) or in the interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof, or
compliance by the Issuing Bank or any Participant with any request or directive
by any such authority (whether or not having the force of law), shall either
(i) impose, modify or make applicable any reserve, deposit, capital adequacy or
similar requirement against letters of credit issued by the Issuing Bank or
participated in by any Participant, or (ii) impose on the

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<PAGE> 23

Issuing Bank or any Participant any other conditions relating, directly or
indirectly, to this Agreement or any Letter of Credit, and the result of any of
the foregoing is to increase the cost to the Issuing Bank or any Participant of
issuing, maintaining or participating in any Letter of Credit, or reduce the
amount of any sum received or receivable by the Issuing Bank or any Participant
hereunder or reduce the rate of return on its capital with respect to Letters
of Credit, then, upon demand to the Borrower by the Issuing Bank or any
Participant (a copy of which demand shall be sent by the Issuing Bank or such
Participant to the Agent), the Borrower shall pay to the Issuing Bank or such
Participant such additional amount or amounts as will compensate such Bank for
such increased cost or reduction in the amount receivable or reduction on the
rate of return on its capital. In determining such additional amounts, the
Issuing Bank or such Participant will act reasonably and in good faith and will
use averaging and attribution methods which are reasonable, provided such
Issuing Bank's or Participant's determination of compensation owing under this
Section 2.06 shall, absent manifest error, be final and conclusive and binding
on all the parties hereto. The Issuing Bank or any Participant, upon
determining that any additional amounts will be payable pursuant to this
Section 2.06, will give prompt written notice thereof to the Borrower, which
notice shall include a certificate submitted to the Borrower by the Issuing
Bank or such Participant (a copy of which certificate shall be sent by the
Issuing Bank or such Participant to the Agent), setting forth in reasonable
detail the basis for the calculation of such additional amount or amounts
necessary to compensate the Issuing Bank or such Participant, although failure
to give any such notice shall not release or diminish the Borrower's
obligations to pay additional amounts pursuant to this Section 2.06. The
certificate required to be delivered pursuant to this Section 2.06 shall,
absent manifest error, be final, conclusive and binding on the Borrower.

Section 3. Commitment Commission; Fees; Reductions Of
Commitment.

3.01 Fees. (a) The Borrower agrees to pay to the Agent for
distribution to each Non-Defaulting Bank with a Revolving Loan Commitment a
commitment commission (the "Commitment Commission") for the period from and
including the Restatement Effective Date to, but excluding, the Final Maturity
Date (or such earlier date as the Total Revolving Loan Commitment shall have
been terminated) computed at a rate for each day equal to 1/2 of 1% per annum
on the daily average Unutilized Revolving Loan Commitment of such
Non-Defaulting Bank. Accrued Commitment Commission shall be due and payable
quarterly in arrears on each Quarterly Payment Date and on the Final Maturity
Date or such earlier date upon which the Total Revolving Loan Commitment is
terminated.

(b) The Borrower agrees to pay to the Issuing Bank, for its
own account, a facing fee in respect of each Letter of Credit issued by the
Issuing Bank hereunder (the "Facing Fee") in an amount equal to 1/2 of 1% of
the daily Stated Amount of such Letter

-16-
<PAGE> 24

of Credit, such Facing Fee to be due and payable in arrears to the Issuing Bank
in respect of each Letter of Credit issued by it on each Quarterly Payment Date
and on the date of the termination of the Total Revolving Loan Commitment.

(c) The Borrower agrees to pay to the Agent for distribution
to each Non-Defaulting Bank with a Revolving Loan Commitment a fee in respect
of each Letter of Credit issued hereunder (the "Letter of Credit Fee"), for the
period from and including the date of issuance of such Letter of Credit to and
including the date of termination of such Letter of Credit, computed at a rate
per annum equal to 2 1/2% of the daily Stated Amount of such Letter of Credit.
Letter of Credit Fees shall be distributed by the Agent to the Banks on the
basis of their respective Percentages as in effect from time to time. Accrued
Letter of Credit Fees shall be due and payable quarterly in arrears on each
Quarterly Payment Date and on the date of the termination of the Total
Revolving Loan Commitment.

(d) The Borrower shall pay, upon each drawing under, issuance
of, or amendment to, any Letter of Credit, such amount as shall at the time of
such event be the administrative charge which the Issuing Bank is generally
imposing in connection with such occurrence with respect to letters of credit.

(e) The Borrower shall pay to the Agent or the Issuing Bank
(each for its own account) such other fees and other compensation as have been
agreed to in writing by the Borrower and the Agent or the Issuing Bank.

(f) Notwithstanding anything to the contrary contained in
this Agreement or in the Original Credit Agreement, all unpaid Fees under, and
as defined in, the Original Credit Agreement (including without limitation
Commitment Commission (as defined in the Original Credit Agreement)) accrued
prior to the Restatement Effective Date shall be payable on the Restatement
Effective Date.

3.02 Voluntary Termination of Unutilized Commitments. Upon
at least three Business Days' prior written notice (or telephonic notice
confirmed in writing) to the Agent at its Notice Office (which notice the Agent
shall promptly transmit to each of the Banks), the Borrower shall have the
right, without premium or penalty, to terminate the Total Unutilized Revolving
Loan Commitment, in whole or in part; provided that (a) each such reduction
shall apply proportionately to reduce the Revolving Loan Commitment of each
Bank with such a Commitment and (b) any partial reduction pursuant to this
Section 3.02 shall be in integral multiples of at least $250,000.

3.03 Mandatory Reduction of Commitments. (a) The Total
Commitment (and the Term Loan Commitment and the Revolving Loan Commitment of
each Bank) shall terminate on December 15, 1994 unless the Restatement
Effective Date has occurred on or before such date.

-17-
<PAGE> 25

(b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term
Loan Commitment of each Bank) shall (i) terminate in its entirety on the
Restatement Effective Date (after giving effect to the making of the Term Loans
on such date) and (ii) prior to the termination of the Total Term Loan
Commitment as provided in clause (i) above be reduced from time to time to the
extent required by Section 4.02.

(c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank) shall terminate on the Final Maturity
Date.

(d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank) shall be reduced at the time any
payment is required to be made on the principal amount of Revolving Loans (or
would be required to be made if Revolving Loans were then outstanding) pursuant
to Section 4.02(B)(a), by an amount equal to the maximum amount of Revolving
Loans that would be required to be repaid pursuant to Section 4.02(B)(a)
assuming that Revolving Loans were outstanding in an aggregate principal amount
equal to the Total Revolving Loan Commitment.

(e) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment shall be
reduced by the amount of $3,000,000 on March 31, 1995.

(f) Each reduction to the Total Term Loan Commitment and the
Total Revolving Loan Commitment pursuant to this Section 3.03 shall be applied
proportionately to reduce the Term Loan Commitment or the Revolving Loan
Commitment, as the case may be, of each Bank with such a Commitment.

Section 4. Prepayments; Payments; Taxes.

4.01 Voluntary Prepayments. The Borrower shall have the
right to prepay Loans, without premium or penalty, in whole or in part from
time to time on the following terms and conditions: (i) the Borrower shall
give the Agent prior to 12:00 Noon (New York time) at its Notice Office at
least three Business Days' prior written notice in the case of Eurodollar Loans
and one Business Day's prior written notice in the case of Base Rate Loans of
its intent to prepay the Loans, whether Term Loans or Revolving Loans shall be
prepaid, the amount of such prepayment and the Types of Loans to be prepaid
and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings
pursuant to which made, which notice the Agent shall promptly transmit to each
of the Banks; (ii) each prepayment shall be in an aggregate principal amount of
at least the Minimum Borrowing Amount and,

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<PAGE> 26

if greater, in integral multiples of $100,000; provided that no partial
prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount; (iii) prepayments of Eurodollar Loans made pursuant
to this Section 4.01 may only be made so long as at the time of such prepayment
there shall be no outstanding Base Rate Loans and any compensation required to
be paid to each Bank pursuant to Section 1.11 for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other
funds required by such Bank to fund its Eurodollar Loans) which such Bank may
sustain as a result of such prepayment is made at the time of any such
prepayment of Eurodollar Loans; and (iv) each prepayment in respect of any
Loans made pursuant to a Borrowing shall be applied pro rata among such Loans;
provided that at the Borrower's election in connection with any prepayment
pursuant to this Section 4.01, any prepayment in respect of Revolving Loans
shall not be applied to any Revolving Loan of a Defaulting Bank. All
prepayments of Term Loans made pursuant to this Section 4.01 shall reduce in
inverse order of maturity the then remaining Scheduled Repayments.

4.02 Mandatory Repayments and Commitment Reductions.

(A) Requirements:

(a) On any day on which the sum of the aggregate outstanding
principal amount of the Revolving Loans and Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment as then in effect, the Borrower
shall prepay the principal of Revolving Loans in an amount equal to such
excess. If, after giving effect to the prepayment of all outstanding Revolving
Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the
Total Revolving Loan Commitment as then in effect, the Borrower shall pay to
the Agent at the Payment Office on such date an amount of cash equal to the
amount of such excess (up to a maximum amount equal to the Letter of Credit
Outstandings at such time), such cash to be held as security for all
Obligations hereunder in a cash collateral account to be established by the
Agent.

(b) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, the Borrower shall be
required to repay on each date set forth below (each, a "Scheduled Repayment
Date"), the principal amount of Term Loans set forth below opposite such date
(each such repayment as the same may be reduced as provided in Sections 4.01
and 4.02(B)(a), a "Scheduled Repayment"):

<TABLE>
<CAPTION>
Scheduled Repayment Dates Amount
- ------------------------- ----------
<S> <C>
December 31, 1994 $ 300,000
March 31, 1995 $ 750,000
</TABLE>

-19-
<PAGE> 27

<TABLE>
<S> <C>
June 30, 1995 $ 750,000
September 30, 1995 $ 750,000
December 31, 1995 $ 750,000
March 31, 1996 $1,000,000
June 30, 1996 $1,000,000
September 30, 1996 $1,000,000
December 31, 1996 $1,000,000
March 31, 1997 $1,250,000
June 30, 1997 $1,250,000
September 30, 1997 $1,250,000
December 31, 1997 $1,250,000
March 31, 1998 $1,500,000
June 30, 1998 $1,500,000
September 30, 1998 $1,500,000
December 31, 1998 $1,500,000
March 31, 1999 $1,675,000
June 30, 1999 $1,675,000
September 30, 1999 $1,675,000
Final Maturity Date $1,675,000
</TABLE>

(c) Subject to and in accordance with Section 4.02(B), on
each date after the Original Effective Date upon which the General Partner, the
Borrower or any of their respective Subsidiaries receives any proceeds from any
sale or issuance of its equity or partnership interests other than in
connection with an Approved Incentive Plan, or from any incurrence of
Indebtedness for borrowed money (other than (i) equity contributions to any
Subsidiary of the Borrower made by the General Partner, the Borrower or any
other Subsidiary of the Borrower, (ii) Indebtedness for borrowed money
permitted to be incurred pursuant to Section 9.05 as such Section is in effect
on the Restatement Effective Date and (iii) additional Indebtedness permitted
to be incurred by the Borrower pursuant to Section 9.05 as such Section may be
modified by the Required Banks from time to time but only to the extent that
the Required Banks expressly waive the applicability of this Section 4.02(A)(c)
with respect to the incurrence of such additional Indebtedness or expressly
permit the proceeds thereof to be used for purposes other than for repayments
pursuant to this Section 4.02(A)(c)), an amount equal to 100% of the cash
proceeds of the respective equity or partnership interest issuance or
incurrence (net of underwriting discounts and commissions and other reasonable
costs associated therewith) shall be applied as a mandatory repayment of
principal of outstanding Loans (or, if the Restatement Effective Date has not
yet occurred, as a mandatory reduction to the Total Term Loan Commitment).

(d) Subject to and in accordance with Section 4.02(B), no
later than 90 days after the last day of each fiscal year of the Borrower, an
amount equal to 75% of Excess

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<PAGE> 28

Cash Flow for such fiscal year shall be applied as a mandatory repayment of
principal of the then outstanding Loans.

(e) Subject to and in accordance with Section 4.02(B), on
each date after the Original Effective Date on which the General Partner, the
Borrower or any of their respective Subsidiaries receives proceeds from any
sale of assets (excluding (i) partnership interests, capital stock or
securities issued in connection with an Approved Incentive Plan and (ii) sales
of vehicles and equipment which, in the reasonable judgment of the Borrower
have become obsolete, worn out or uneconomic, in the Ordinary Course of
Business, the proceeds of which are used, or irrevocably committed, to purchase
replacement assets within 90 days from the date of sale so long as the
aggregate amount of Net Sale Proceeds excluded pursuant to this clause (ii)
does not exceed $200,000 in the aggregate in any fiscal year of the Borrower),
an amount equal to 100% of the Net Sale Proceeds thereof shall be applied as a
mandatory repayment of principal of the then outstanding Loans (or, if the
Restatement Effective Date has not yet occurred, as a mandatory reduction to
the Total Term Loan Commitment).

(B) Application:

(a) Each mandatory repayment of Loans pursuant to Sections
4.02(A)(c), (d) and (e) shall be applied (i) first, to prepay the principal of
outstanding Term Loans, which prepayments shall reduce the then remaining
Scheduled Repayments in inverse order of maturity based upon the then remaining
amount of each Scheduled Repayment after giving effect to all prior reductions
thereto, (ii) second, to prepay the principal of outstanding Revolving Loans
(with a corresponding reduction to the Total Revolving Loan Commitment) and
(iii) third, to reduce the remaining Total Revolving Loan Commitment (it being
understood and agreed that the amount of such reduction shall be deemed to be
an application of proceeds for purposes of this Section 4.02(B)(a) even though
cash is not actually applied).

(b) With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans which are to be
repaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings of the respective Tranche pursuant to which made; provided that:
(i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be
made on the last day of an Interest Period applicable thereto unless all
Eurodollar Loans of the respective Tranche with Interest Periods ending on such
date of required repayment and all Base Rate Loans of the respective Tranche
have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant
to a single Borrowing shall reduce the outstanding Eurodollar Loans made
pursuant to such Borrowing to an amount less than the applicable Minimum
Borrowing Amount, such Borrowing shall immediately be converted into Base Rate
Loans; and (iii) each repayment of any Loans made pursuant to a single
Borrowing shall be applied pro rata among such Loans.

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<PAGE> 29

(c) Notwithstanding anything to the contrary contained
elsewhere in this Agreement, all then outstanding Loans shall be repaid in full
on the Final Maturity Date.

4.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement or any Note
shall be made to the Agent for the account of the Bank or Banks entitled
thereto not later than 12:00 Noon (New York time) on the date when due and
shall be made in Dollars in immediately available funds at the Payment Office
of the Agent. Whenever any payment to be made hereunder or under any Note
shall be stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, with respect
to payments of principal, interest shall be payable at the applicable rate
during such extension.

4.04 Net Payments. (a) All payments made by the Borrower
hereunder, or by the Borrower under any Note, will be made without setoff,
counterclaim or other defense. Except as provided in Section 4.04(b), all such
payments will be made free and clear of, and without deduction or withholding
for, any present or future taxes, levies, imposts, duties, fees, assessments or
other charges of whatever nature now or hereafter imposed by any jurisdiction
or by any political subdivision or taxing authority thereof or therein (but
excluding, except as provided in the third succeeding sentence, any tax imposed
on or measured by the net income of a Bank pursuant to the laws of the
jurisdiction in which it is organized or in which the principal office or
applicable lending office of such Bank is located or any subdivision thereof or
therein) and all interest, penalties or similar liabilities with respect
thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the
Borrower agrees to pay the full amount of such Taxes, and such additional
amounts as may be necessary so that every payment of all amounts due hereunder
or under any Note, after withholding or deduction for or on account of any
Taxes, will not be less than the amount provided for herein or in such Note.
The Borrower will furnish to the Agent within 45 days after the date the
payment of any Taxes is due pursuant to applicable law certified copies of tax
receipts evidencing such payment by the Borrower. The Borrower shall
reimburse each Bank, upon the written request of such Bank, for taxes imposed
on or measured by the net income of such Bank pursuant to the laws of the
jurisdiction or any political subdivision or taxing authority thereof or
therein in which such Bank is organized or in which the principal office or
applicable lending office of such Bank is located as such Bank shall determine
are payable by such Bank in respect of such amounts so paid to or on behalf of
such Bank pursuant to the second preceding sentence. The Borrower agrees to
indemnify and hold harmless each Bank, and reimburse such Bank upon its written
request, for the amount of any Taxes so levied or imposed and paid by such
Bank.

(b) Each Bank which is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for Federal income tax
purposes agrees (i) to provide to the Borrower on or prior to the Restatement
Effective Date (it being understood that any

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<PAGE> 30

such forms delivered in connection with the Original Credit Agreement shall be
sufficient for purposes of this Section 4.04(b)) two original signed copies of
Internal Revenue Service Form 4224 or Form 1001 certifying to such Bank's
entitlement to an exemption from United States withholding tax with respect to
payments to be made under this Agreement and under any Note and (ii) that, to
the extent legally entitled to do so, (x) with respect to a Bank that is an
assignee or transferee of an interest under this Agreement pursuant to Section
13.04(b) (unless the respective Bank was already a Bank hereunder immediately
prior to such assignment or transfer), upon the date of such assignment or
transfer to such Bank and (y) with respect to any such Bank, upon the
reasonable request by the Borrower after the Restatement Effective Date, it
will provide to the Borrower two original signed copies of Internal Revenue
Service Form 4224 or Form 1001 (or any successor forms) certifying to such
Bank's entitlement to an exemption from, or reduction in, United States
withholding tax with respect to payments to be made under this Agreement and
under any Note. Notwithstanding anything to the contrary contained in Section
4.04(a), the Borrower shall be entitled, to the extent it is required to do so
by law, to deduct or withhold income or other similar taxes imposed by the
United States (or any political subdivision or taxing authority thereof or
therein) from interest, fees or other amounts payable hereunder (without any
obligation to pay the respective Bank additional amounts with respect thereto)
for the account of any Bank which has not provided to the Borrower such forms
required to be provided to the Borrower by a Bank pursuant to the first
sentence of this Section 4.04(b). Notwithstanding anything to the contrary
contained in the preceding sentence, the Borrower agrees to indemnify each Bank
referred to in the previous sentence in the manner set forth in Section 4.04(a)
in respect of any amounts deducted or withheld by it as described in the
previous sentence as a result of any changes after the Restatement Effective
Date in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or
withholding of income or similar Taxes.

Section 5. Conditions Precedent to the Restatement Effective
Date. The occurrence of the Restatement Effective Date pursuant to Section
13.10, the obligation of each Bank to make Loans and the obligation of the
Issuing Bank to issue any Letter of Credit, is subject on the Restatement
Effective Date and at the time of each such Credit Event to the satisfaction of
the following conditions:

5.01 Execution of Agreement; Notes. On the Restatement
Effective Date (i) this Agreement shall have been executed and delivered in
accordance with Section 13.10 and (ii) there shall have been delivered to the
Agent for the account of each of the Banks the appropriate Term Note or
Revolving Note executed by the Borrower in the amount, maturity and as
otherwise provided herein.

5.02 Officer's Certificate. On the Restatement Effective
Date, the Agent shall have received a certificate dated the Restatement
Effective Date signed on behalf of the General Partner by any senior officer of
the General Partner and on behalf of the Bor-

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<PAGE> 31

rower by the President, any Executive Vice President or any Vice President of
the Borrower stating that all of the conditions in Sections 5.11, 5.12, 5.16,
6.01, 6.02 and 6.03 have been satisfied on such date.

5.03 Opinions of Counsel. On the Restatement Effective Date,
the Agent shall have received from (i) Dechert Price & Rhoads, counsel to the
General Partner, the Borrower and its Subsidiaries, an opinion addressed to the
Agent, the Issuing Bank and each of the Banks and dated the Restatement
Effective Date covering the matters set forth in Exhibit C-1 and (ii) from
Steven Cooley, General Counsel of the Borrower, an opinion addressed to the
Agent, the Issuing Bank and each of the Banks and dated the Restatement
Effective Date covering the matters set forth in Exhibit C-2, each of which
opinions shall be in form and substance satisfactory to the Agent and the
Required Banks and shall cover such other matters incident to the transactions
contemplated herein as the Agent may reasonably request.

5.04 Corporate Documents; Proceedings. (a) On the
Restatement Effective Date, the Agent shall have received a certificate, dated
the Restatement Effective Date, signed by the President, any Executive Vice
President or any Vice President of each Credit Party (other than limited
partners of the Borrower), and attested to by the Secretary or any Assistant
Secretary of such Credit Party, in the form of Exhibit D with appropriate
insertions, together with copies of the Certificate of Incorporation and
By-Laws or Certificate of Limited Partnership of such Credit Party and the
resolutions or similar evidence of authority of such Credit Party referred to
in such certificate, and the foregoing shall be acceptable to the Agent and the
Required Banks in their sole discretion.

(b) All corporate or partnership and legal proceedings and
all instruments and agreements relating to the transactions contemplated by
this Agreement and the other Credit Documents shall be satisfactory in form and
substance to the Agent and the Required Banks, and the Agent shall have
received all information and copies of all documents and papers, including
records of corporate or partnership proceedings, governmental approvals, good
standing certificates and bring-down telegrams, if any, which the Agent or the
Required Banks reasonably may have requested in connection therewith, such
documents and papers where appropriate to be certified by proper corporate or
governmental authorities.

5.05 Employee Benefit Plans; Partnership Agreements;
Management Agreements; Employment Agreements; Collective Bargaining Agreements;
Debt Agreements; Material Contracts. On the Restatement Effective Date, there
shall have been delivered to the Agent true and correct copies, certified as
true and complete by an appropriate officer of the Borrower of:

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<PAGE> 32

(i) all "employee benefit plans" (as defined in Section 3
of ERISA), or other similar plans or arrangements maintained by the
Borrower or any Subsidiary, for the benefit of employees of the
Borrower or any Subsidiary and any profit sharing plans and deferred
compensation plans maintained by the Borrower or any Subsidiary for
the benefit of employees of the Borrower or any Subsidiary
(collectively, the "Employee Benefit Plans");

(ii) all agreements entered into by the General Partner, the
Borrower or any Subsidiary or the partners of any thereof governing
the terms and relative rights of the partnership interests in the
Borrower or any Subsidiary (collectively, the "Partnership
Agreements");

(iii) all agreements with members of, or with respect to the,
management of the Borrower or any Subsidiary other than Employment
Agreements (collectively, the "Management Agreements");

(iv) any employment agreements entered into by the Borrower
or any Subsidiary with any members of senior management of the
Borrower or any Subsidiary (collectively, the "Employment
Agreements");

(v) all collective bargaining agreements applying or
relating to any employee of the Borrower or any Subsidiary
(collectively, the "Collective Bargaining Agreements");

(vi) any agreement evidencing or relating to Indebtedness of
the Borrower or any Subsidiary which is to remain outstanding after
giving effect to the incurrence of Loans on the Restatement Effective
Date and which evidences Indebtedness in excess of $100,000
(collectively, the "Debt Agreements"); and

(vii) all Material Contracts of the Borrower and its
Subsidiaries;

all of which Employee Benefit Plans, Partnership Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Debt
Agreements and Material Contracts shall be in form and substance satisfactory
to the Agent and the Required Banks provided, however, that only those Employee
Benefit Plans, Partnership Agreements, Management Agreements, Employments
Agreements, Collective Bargaining Agreements, Debt Agreements and Material
Contracts which were not in existence on the Original Effective Date or, if in
existence on the Original Effective Date, have been materially modified since
such date, shall be required to be delivered pursuant to this Section 5.05.

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<PAGE> 33

5.06 Acknowledgments. (a) On the Restatement Effective
Date, each Subsidiary of the Borrower party to the Subsidiaries Guaranty and
the Subsidiaries Security Agreement prior to the Restatement Effective Date
shall have duly authorized, executed and delivered an acknowledgment and
agreement in the form of Exhibit E (the "Subsidiary Acknowledgment"), which
acknowledgment and agreement, among other things, (i) acknowledges this
Agreement and the transactions contemplated hereby, (ii) acknowledges and
agrees that, the "Obligations" (as defined in each of such documents) include
all of the Obligations under this Agreement after giving effect to the
Restatement Effective Date and any increase in the amounts owing to the Banks
or the Agent under this Agreement, (iii) acknowledges and agrees that, after
giving effect to the Restatement Effective Date, each of the Subsidiaries
Guaranty and the Subsidiaries Security Agreement shall remain in full force and
effect in accordance with the respective terms thereof and (iv) contains any
additional information required to be set forth as of the Restatement Effective
Date on any Schedule to the Subsidiaries Security Agreement.

(b) On the Restatement Effective Date, the Borrower
shall have duly authorized, executed and delivered an acknowledgment and
agreement in the form of Exhibit F (the "Borrower Acknowledgment") with respect
to the Borrower Partnership Pledge Agreement, the Borrower Pledge Agreement and
the Borrower Security Agreement, which acknowledgement and agreement, among
other things, (i) acknowledges and agrees that, the "Obligations" (as defined
in each of such documents) include all of the Obligations under this Agreement
after giving effect to the Restatement Effective Date and any increase in the
amounts owing to the Banks or the Agent under this Agreement, (ii) acknowledges
and agrees that, after giving effect to the Restatement Effective Date, each of
the Borrower Partnership Pledge Agreement, the Borrower Pledge Agreement and
the Borrower Security Agreement shall remain in full force and effect in
accordance with the respective terms thereof and (iii) contains any additional
information required to be set forth as of the Restatement Effective Date on
any Schedule to any such document, and the Borrower shall have taken all
actions reasonably requested by the Agent (including, without limitation, the
obtaining of UCC-11's or equivalent reports and the filing of UCC-1's or
UCC-3's) in connection with the granting of liens pursuant to the Borrower
Partnership Pledge Agreement.

(c) On the Restatement Effective Date, the General
Partner and each limited partner of the Borrower party to the Partner Pledge
Agreement shall have duly authorized, executed and delivered an acknowledgement
and agreement in the form of Exhibit G (the "Partner Acknowledgement"), which
acknowledgement and agreement, among other things, (i) acknowledges and agrees
that, the "Obligations" (as defined in such agreement) include all of the
Obligations under this Agreement after giving effect to the Restatement
Effective Date and any increase in the amounts owing to the Banks or the Agent
under this Agreement, (ii) acknowledges and agrees that, after giving effect to
the Restatement Effective Date, the Partner Pledge Agreement shall remain in
full force and

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<PAGE> 34

effect in accordance with its terms and (iii) contains any additional
information required to be set forth as of the Restatement Effective Date on
any Schedule to the Partner Pledge Agreement, and each such partner shall have
taken all actions reasonably requested by the Agent (including, without
limitation, the obtaining of UCC-11's or equivalent reports and the filing of
UCC-1's or UCC-3's) in connection with the granting of liens pursuant to the
Partner Pledge Agreement.

5.07 Pledge Agreements. (a) On the Restatement
Effective Date, the Collateral Agent, as Pledgee, shall have in its possession
all the promissory notes constituting Pledged Securities referred to in the
Borrower Pledge Agreement then owned by the Borrower endorsed in blank.

(b) On the Restatement Effective Date, (i) each of the
Partner Pledge Agreement, the Borrower Partnership Pledge Agreement and the
Borrower Pledge Agreement shall remain in full force and effect and (ii) no
filings, recordings, registrations or other actions shall be necessary or
desirable to maintain the perfection and priority of the security interests
granted pursuant to each of such Pledge Agreements in the Pledge Agreement
Collateral covered thereby.

5.08 Security Agreements. (a) On the Restatement
Effective Date, (i) each of the Borrower Security Agreement and the
Subsidiaries Security Agreement shall remain in full force and effect, (ii) no
filings, recordings, registrations or other actions shall be necessary or
desirable to maintain the perfection and priority of the security interests
granted by the original parties to the Borrower Security Agreement or the
Subsidiaries Security Agreement in the Security Agreement Collateral covered
thereby (except to the extent made pursuant to clause (B) or (C) below), and
(iii) in the case of each of the Borrower Security Agreement and the
Subsidiaries Security Agreement, the Banks shall have received:

(A) certified copies of Requests for Information or copies
(Form UCC-11), or equivalent reports, listing all effective financing
statements that name any Credit Party, or a division or other
operating unit of any thereof, as debtor and that are filed in any
jurisdiction where a filing may be necessary or, in the opinion of the
Collateral Agent, desirable to perfect the security interests
purported to be created by such Security Agreement, together with
copies of such other financing statements (none of which shall cover
the Collateral except to the extent evidencing Permitted Liens or for
which the Collateral Agent shall have received termination statements
(Form UCC-3 or such other termination statements as shall be required
by local law) fully executed for filing);

(B) evidence of the completion of all other recordings and
filings of, or with respect to, such Security Agreement as may be
necessary or, in the opinion of

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the Collateral Agent, desirable to perfect the security interests
intended to be created by such Security Agreement; and

(C) evidence that all other actions necessary or, in the
opinion of the Collateral Agent, desirable to perfect and protect the
security interests purported to be created by such Security Agreement
have been taken.

5.09 Subsidiaries Guaranty. On the Restatement
Effective Date, the Subsidiaries Guaranty shall be in full force and effect.

5.10 Assumption Agreements. (a) On the Restatement
Effective Date, any Subsidiary of the Borrower that is not already party to the
Subsidiaries Guaranty and the Subsidiaries Security Agreement shall have duly
authorized, executed and delivered a Subsidiary Assumption Agreement
substantially in the form of Exhibit H-1 (as modified, supplemented or amended
from time to time, the "Subsidiary Assumption Agreement") pursuant to which
such Subsidiary shall (i) by execution thereof become party to the Subsidiaries
Guaranty and the Subsidiaries Security Agreement and (ii) take all actions
reasonably requested by the Agent (including, without limitation, the obtaining
of UCC-11's or equivalent reports and the filing of UCC-1's) in connection with
the granting of security interests pursuant to the Subsidiaries Security
Agreement.

(b) On the Restatement Effective Date any partner of the
Borrower that is not already party to the Partner Pledge Agreement shall have
executed and delivered a Partner Assumption Agreement substantially in the form
of Exhibit H-2 (as modified, supplemented or amended from time to time, the
"Partner Assumption Agreement") pursuant to which such limited partner shall
(i) by execution thereof become party to the Partner Pledge Agreement and (ii)
take all actions reasonably requested by the Agent (including, without
limitation, the obtaining of UCC-11's or equivalent reports and the filing of
UCC-1's) in connection with the granting of security interests pursuant to the
Partner Pledge Agreement.

5.11 Adverse Change, etc. On the Restatement Effective
Date nothing shall have occurred since the date of the most recent audited
financial statements of the Borrower (and the Banks shall have become aware of
no facts or conditions not previously known) which the Agent or the Required
Banks shall determine (a) could reasonably be expected to have a materially
adverse effect on the rights or remedies of the Banks or the Agent, or on the
ability of the General Partner, the Borrower or any of its Subsidiaries to
perform their obligations to the Agent and the Banks under this Agreement or
any other Credit Document, (b) could reasonably be expected to have a
materially adverse effect on the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the General Partner or of the Borrower and its Subsidiaries
taken as a whole or (c) indicates the inaccuracy in any material respect of the

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<PAGE> 36

information previously provided to the Agent or the Banks (taken as a whole) or
indicates that the information previously provided omitted to disclose any
material information.

5.12 Litigation. On the Restatement Effective Date, no
litigation by any entity (private or governmental) shall be pending or
threatened with respect to this Agreement, any other Credit Document or any
documentation executed in connection herewith or with respect to the
transactions contemplated hereby, or which the Agent or Required Banks shall
determine could reasonably be expected to have a materially adverse effect on
the performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the General
Partner or of the Borrower and its Subsidiaries taken as a whole.

5.13 Fees, etc. On the Restatement Effective Date, the
Borrower shall have paid in full (a) to the Agent, and the Original Banks all
costs, fees, expenses (including, without limitation, all reasonable legal fees
and expenses) and other consideration payable to the Agent and the Original
Banks under the Original Credit Agreement (whether or not same would otherwise
be due on such date thereunder) and (b) to the Agent and the Banks all costs,
fees and expenses (including, without limitation, all reasonable legal fees and
expenses) and other consideration payable to the Agent and the Banks hereunder
to the extent then due.

5.14 Subsidiary Notes; Concentration Accounts. (a) On
the Restatement Effective Date, all Subsidiary Notes shall be in full force and
effect.

(b) On the Restatement Effective Date, all proceeds of
the loans made pursuant to the Subsidiary Notes shall have been deposited into
the Concentration Account established pursuant to the Borrower Security
Agreement.

(c) The Borrower shall have delivered to the Agent a
Concentration Account Consent Letter with NationsBank and all required
Concentration Account Consent Letters shall be in full force and effect.

5.15 Solvency Letter; Insurance Analyses. On the
Restatement Effective Date, the Borrower shall cause to be delivered to the
Agent and the Banks: (i) a solvency certificate in the form of Exhibit I,
addressed to the Agent and each of the Banks and dated the Restatement
Effective Date, from the chief financial officer of the Borrower as to the
solvency of the Borrower and its Subsidiaries taken as a whole; and (ii)
evidence of insurance, complying with the requirements of Section 8.03, with
respect to the business and properties of the Borrower and its Subsidiaries,
and covering losses relating to employment practices (including termination of
employment, sexual misconduct, harassment and discrimination), and including
without limitation a Guaranteed Cost Insurance Contract with respect to
Workers' Compensation liabilities, in each case in scope, form and

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<PAGE> 37

substance satisfactory to the Agent and the Required Banks and, with respect to
property and liability insurance, naming the Collateral Agent as an additional
insured and loss payee and stating that such insurance shall not be cancelled
or revised without 30 days' prior written notice by the insurer to the Agent.

5.16 Approvals. On the Restatement Effective Date,
there shall not exist any judgment, order, injunction or other restraint issued
or filed or a hearing seeking injunctive relief or other restraint pending or
notified with respect to the making of the Loans hereunder.

5.17 Financial Statements. On or prior to a date at
least five days prior to the Restatement Effective Date, the Banks shall have
received the financial statements referred to in Section 7.05(a), prepared in
accordance with generally accepted accounting principles, which financial
statements shall be in form and substance satisfactory to the Agent and the
Required Banks, and shall not disclose any material adverse differences in the
financial condition of the Borrower and its Subsidiaries taken as a whole from
that previously disclosed to the Agent and the Required Banks.

5.18 Existing Indebtedness. On the Restatement
Effective Date, after giving effect to the Loans incurred on the Restatement
Effective Date, neither the Borrower nor any of its Subsidiaries shall have any
Indebtedness or preferred equity interests outstanding except for the Loans and
a guaranty by the Borrower in favor of the Subsidiary Guarantors of amounts
paid by the Subsidiary Guarantors pursuant to the Subsidiaries Guaranty.

5.19 Original Credit Agreement. On the Restatement
Effective Date, all Original Loans thereunder shall have been repaid in full,
together with interest thereon, and all other amounts owing pursuant to the
Original Credit Agreement shall have been repaid in full and, after giving
effect thereto, all outstanding Notes (as defined in the Original Credit
Agreement) issued by the Borrower to the Original Banks under the Original
Credit Agreement shall be deemed cancelled.

5.20 Management Investor Loans. On the Restatement
Effective Date, the Management Investor Loans (as defined in the original
Credit Agreement) shall have been paid in full (other than that extended to
Jules Kortenhorst, which will be partially paid on such date).

Section 6. Conditions Precedent to All Loans. The
occurrence of the Restatement Effective Date pursuant to Section 13.10, the
obligation of each Bank to make Loans and the obligation of the Issuing Bank to
issue any Letter of Credit, is subject, at the time of each such Credit Event
(except as hereinafter indicated), to the satisfaction of the following
conditions:

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<PAGE> 38

6.01 No Default; Representations and Warranties. At the
time of each such Credit Event and also after giving effect thereto (i) there
shall exist no Default or Event of Default and (ii) all representations and
warranties contained herein and in the other Credit Documents shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on the date of the making of such
Credit Event.

6.02 Adverse Change, etc. Nothing shall have occurred
(and the Banks shall have become aware of no facts or conditions not previously
known) which the Agent or the Required Banks shall determine could reasonably
be expected to have a material adverse effect on the rights or remedies of the
Banks or the Agent, or on the ability of the General Partner, the Borrower or
any Subsidiary to perform their obligations to the Banks or which could
reasonably be expected to have a materially adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the General Partner or of
the Borrower and its Subsidiaries taken as a whole.

6.03 Litigation. At the time of each such Credit Event
and also after giving effect thereto, no litigation by any entity (private or
governmental) shall be pending or threatened with respect to this Agreement or
any other Credit Document executed in connection herewith or the transactions
contemplated hereby or which the Required Banks shall determine could
reasonably be expected to have a materially adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the General Partner or of
the Borrower and its Subsidiaries taken as a whole.

6.04 Notice of Borrowing; Letter of Credit Request. (a)
Prior to the making of each Loan, the Agent shall have received a Notice of
Borrowing meeting the requirements of Section 1.03(a).

(b) Prior to the issuance of each Letter of Credit, the
Agent and the Issuing Bank shall have received a Letter of Credit Request
meeting the requirements of Section 2.03.

6.05 Subsequent Legal Opinions. If, at the time of any
Credit Event subsequent to the Restatement Effective Date, the Agent or the
Required Banks shall have determined that any facts, circumstances or
conditions might exist which could reasonably be expected to adversely affect
either (x) the ability of counsel to issue at such time the legal opinions
originally delivered pursuant to Section 5.03 or (y) the perfection or priority
of the security interests created pursuant to the Security Documents, the Agent
shall have received from counsel (who shall be satisfactory to the Agent and
the Required Banks) for any Credit Party, an opinion in form and substance
satisfactory to the Required Banks,

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<PAGE> 39

addressed to the Agent, the Issuing Bank and the Banks, and dated the date of
such Credit Event, covering such of the matters set forth in the opinions of
counsel theretofore required to be delivered pursuant to Section 5.03 as the
Agent or the Required Banks, as the case may be, shall specify or such other
matters incident to the transactions contemplated herein as the Agent or the
Required Banks, as the case may be, may request.

The occurrence of the Restatement Effective Date and
acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the General Partner and the Borrower to each of
the Banks that all the conditions specified in Section 5 and in this Section 6
and applicable to the Restatement Effective Date or such Credit Event exist as
of that time. All of the Notes, certificates, legal opinions and other
documents and papers referred to in Section 5 and in this Section 6, unless
otherwise specified, shall be delivered to the Agent at the Notice Office for
the account of each of the Banks and, except for the Notes, in sufficient
counterparts or copies for each of the Banks and, unless otherwise specified,
shall be in form and substance satisfactory to the Banks.

Notwithstanding anything to the contrary contained above
or in Section 13.10, if the Restatement Effective Date does not occur on or
prior to December 15, 1994, then it shall not thereafter occur (unless the
Required Banks agree in writing to an extension of such date), and this
Agreement shall cease to be of any further force or effect and the Original
Credit Agreement shall continue to be effective, as the same may have been, or
may thereafter be, amended, modified or supplemented from time to time.

Section 7. Representations, Warranties and Agreements.
In order to induce the Banks to enter into this Agreement and to make the
Loans, and issue (or participate in) the Letters of Credit as provided herein,
each of the General Partner and the Borrower makes the following
representations, warranties and agreements as to itself and as to each of its
Subsidiaries, as of the Restatement Effective Date (both before and after
giving effect to the Refinancing Transaction and the Credit Events occurring on
such date) and as of the date of each subsequent Credit Event, which
representations, warranties and agreements shall survive the execution and
delivery of this Agreement and the Notes and any subsequent Credit Event, with
the occurrence of the Restatement Effective Date and each Credit Event (except
as hereinafter indicated) being deemed to constitute a representation and
warranty that the matters specified in this Section 7 are true and correct on
and as of the Restatement Effective Date and as of the date of each such Credit
Event:

7.01 Corporate or Partnership Status. Each of the
General Partner, the Borrower and its Subsidiaries (i) is a duly organized and
validly existing corporation or limited partnership in good standing under the
laws of the jurisdiction of its organization, (ii) has the corporate or
partnership power and authority to own its property and assets and to transact
the business in which it is engaged and presently proposes to engage and (iii)
is duly qualified and is authorized to do business and is in good standing in
each jurisdiction

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<PAGE> 40

where the ownership, leasing or operation of property or the conduct of its
business requires such qualifications except for failures to be so qualified
which, in the aggregate, would not have a material adverse effect on the
performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the General
Partner or of the Borrower and its Subsidiaries taken as a whole.

7.02 Corporate or Partnership Power and Authority. Each
Credit Party has the corporate, partnership or other power to execute, deliver
and perform the terms and provisions of each of the Credit Documents to which
it is party and has taken all necessary corporate, partnership or other action
to authorize the execution, delivery and performance by it of each of such
Credit Documents. Each Credit Party has duly executed and delivered each of
the Credit Documents to which it is party, and each of such Credit Documents
constitutes its legal, valid and binding obligation enforceable against each
such Credit Party in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

7.03 No Violation. Neither the execution, delivery or
performance by any Credit Party of the Credit Documents to which it is a party,
nor compliance by it with the terms and provisions thereof, (i) will contravene
any provision of any applicable law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality, (ii)
will conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien
(except pursuant to the Security Documents) upon any Person's partnership
interests in the Borrower or any of their respective Subsidiaries or any of the
property or assets of such Credit Party or its Subsidiaries pursuant to the
terms of any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other agreement, contract or instrument to which such Credit
Party or its Subsidiaries is a party or by which it or any of its property or
assets is bound or to which it may be subject or (iii) will violate any
provision of the Certificate of Incorporation, By-Laws or partnership
agreements (or similar organizational documents) of such Credit Party or its
Subsidiaries.

7.04 Governmental Approvals. No order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with (except as have been obtained or made prior to the
Restatement Effective Date), or exemption by, any governmental or public body
or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (i) the execution, delivery and performance of any
Credit Document or any of the transactions contemplated thereby or (ii) the
legality, validity, binding effect or enforceability of any such Credit
Document.

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<PAGE> 41

7.05 Financial Statements; Financial Condition;
Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated balance
sheets of the Borrower and its Subsidiaries at December 31, 1993 and at
September 30, 1994 and the related consolidated statements of income and
retained earnings for the fiscal year or nine-month period, as the case may be,
then ended, which (in the case of the year-end statements) have been examined
by Deloitte & Touche, independent certified public accountants, who delivered
an unqualified opinion in respect thereto and (in the case of the September 30,
1994 statements) have been reviewed by Deloitte & Touche, and (ii) the pro
forma (after giving effect to the Refinancing Transaction and the incurrence of
Loans on the Restatement Effective Date) consolidated balance sheets of the
Borrower and its Subsidiaries as of the Restatement Effective Date, copies of
each of which have heretofore been furnished to each Bank, present fairly the
financial position of the respective entities at the dates of said statements
and the results of operations for the period covered thereby (or, in the case
of the pro forma balance sheet, present a good faith estimate of the
consolidated financial condition of the Borrower and its Subsidiaries at the
date thereof). All such financial statements (other than such pro forma
balance sheets) have been prepared in accordance with generally accepted
accounting principles and practices consistently applied except to the extent
provided in the notes to said financial statements. Since December 31, 1993,
there has been no material adverse change in the performance, business, assets,
nature of assets, liabilities, operations, properties or condition (financial
or otherwise) of the Borrower and its Subsidiaries taken as a whole.

(b) On and as of the Restatement Effective Date, on a
pro forma basis after giving effect to the Refinancing Transaction and to all
Indebtedness (including the Loans) being incurred in connection with the
Refinancing Transaction, and Liens created, and to be created, by each Credit
Party in connection therewith: (a) the sum of the assets, at a fair valuation,
of the Borrower and of the Borrower and its Subsidiaries taken as a whole will
exceed their respective debts; (b) neither the Borrower nor the Borrower and
its Subsidiaries taken as a whole have incurred or intend to, or believe that
they will, incur debts beyond their ability to pay such debts as such debts
mature; and (c) the Borrower and the Borrower and its Subsidiaries taken as a
whole will have sufficient capital with which to conduct their respective
businesses. For purposes of this Section 7.05(b) "debt" means any liability on
a claim, and "claim" means (i) 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
(ii) right to an equitable remedy for breach of performance if such breach
gives rise to a payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.

(c) Except as fully reflected in the financial
statements and the notes related thereto described in Section 7.05(a), there
were as of the Restatement Effective Date (and after giving effect to the
Refinancing Transaction and the other transactions

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<PAGE> 42

contemplated hereby) no liabilities or obligations with respect to the General
Partner, the Borrower or any of their respective Subsidiaries of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether or
not due) which, either individually or in aggregate, could be material to the
General Partner, the Borrower and their respective Subsidiaries taken as a
whole. As of the Restatement Effective Date, the Borrower knows of no basis
for the assertion against the General Partner, the Borrower or any of their
respective Subsidiaries of any liability or obligation of any nature whatsoever
that is not fully disclosed in the financial statements delivered pursuant to
Section 7.05(a) which, either individually or in the aggregate, could be
material to the General Partner or to the Borrower and their respective
Subsidiaries taken as a whole. As of the Restatement Effective Date (after
giving effect to the Refinancing Transaction) the General Partner will have no
outstanding Indebtedness and none of the Borrower or any of its Subsidiaries
will have any outstanding Indebtedness other than the Loans.

(d) On and as of the Restatement Effective Date, the
financial projections (the "Projections") set forth on Schedule II hereto, have
been prepared by Borrower's management based on good faith estimates and
assumptions believed by them to be reasonable under current circumstances and
on a basis consistent with the financial statements referred to in Section
7.05(a) (other than as expressly set forth in such Projections), and there are
no statements or conclusions in any of the Projections which are based upon or
include information known to the Borrower to be misleading in any material
respect or which fail to take into account material information regarding the
matters reported therein. On the Restatement Effective Date, the Borrower
believed that the Projections were reasonable and attainable; provided,
however, that changes in facts and circumstances may render such projections
unattainable and provided, further, that this representation shall not be
viewed as a guaranty of future performance.

7.06 Litigation. There are no actions, suits or
proceedings pending or, to the best knowledge of the General Partner or the
Borrower, threatened (i) with respect to any Indebtedness of the Borrower or
any of its Subsidiaries, or (ii) that could reasonably be expected to
materially and adversely affect the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the General Partner or of the Borrower and its Subsidiaries
taken as a whole.

7.07 True and Complete Disclosure. All factual
information (taken as a whole) heretofore or contemporaneously furnished by or
on behalf of the General Partner, the Borrower or any Subsidiary in writing to
the Agent or any Bank (including without limitation all information contained
in the Documents) for purposes of or in connection with this Agreement, the
other Credit Documents or any transaction contemplated herein or therein is,
and all other such factual information (taken as a whole) hereafter furnished
by or on behalf of the General Partner, the Borrower or any Subsidiary in
writing to the Agent or any Bank will be, true and accurate in all material
respects on the date as of which such

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<PAGE> 43

information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information (taken as a whole) not misleading in
any material respect at such time in light of the circumstances under which
such information was provided.

7.08 Use of Proceeds; Margin Regulations. (a) All
proceeds of the Term Loans incurred on the Restatement Effective Date shall be
used by the Borrower to repay outstanding Original Loans in full, to consummate
the Refinancing Transaction and to pay fees and expenses related thereto.

(b) (i) On the Restatement Effective Date, up to
$5,800,000 of Revolving Loans may be used for the purposes described in Section
7.08(a) above and (ii) all proceeds of Revolving Loans incurred after the
Restatement Effective Date shall be used by the Borrower for general corporate
and working capital purposes of the Borrower.

(c) No part of the proceeds of any Loan will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan nor
the use of the proceeds thereof will violate or be inconsistent with the
provisions of Regulation G, T, U or X of the Board of Governors of the Federal
Reserve System. At no time shall 25% or more of the assets of the General
Partner and the Borrower and its Subsidiaries consist of Margin Stock.

7.09 Tax Returns and Payments. Each of the General
Partner, the Borrower and its Subsidiaries has timely filed or caused to be
timely filed with the appropriate taxing authority, all returns, statements,
forms and reports for taxes (the "Returns") required to be filed by or with
respect to the income, properties or operations of the General Partner, the
Borrower and/or any of their respective Subsidiaries. The Returns accurately
reflect all liability for taxes of the General Partner, the Borrower and their
respective Subsidiaries for the periods covered thereby. Each of the General
Partner, the Borrower and each of its Subsidiaries has paid all taxes payable
by it which have become due other than those contested in good faith and for
which adequate reserves have been established. There is no action, suit,
proceeding, investigation, audit, or claim now pending or, to the knowledge of
the General Partner or the Borrower, threatened by any authority regarding any
taxes relating to the General Partner, the Borrower or any of their respective
Subsidiaries. Neither the General Partner, the Borrower nor any of their
respective Subsidiaries has entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of the General
Partner, the Borrower or any of their respective Subsidiaries, or is aware of
any circumstances that would cause the taxable years or other taxable periods
of the General Partner, the Borrower or any of their respective Subsidiaries
not to be subject to the normally applicable statute of limitations. None of
the General Partner, the Borrower or any of their respective Subsidiaries has
provided, with respect to themselves or property held by them, any consent
under Section 341 of the Code. None

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<PAGE> 44

of the General Partner, the Borrower or any of their respective Subsidiaries
has incurred, or will incur, any material tax liability in connection with the
Refinancing Transaction.

7.10 Compliance with ERISA. Each Plan is in substantial
compliance with ERISA and the Code; no Reportable Event has occurred with
respect to a Plan; no Plan is insolvent or in reorganization; no Plan has an
Unfunded Current Liability; no Plan has an accumulated or waived funding
deficiency, has permitted decreases in its funding standard account or has
applied for an extension of any amortization period within the meaning of
Section 412 of the Code; all contributions required to be made with respect to
a Plan have been timely made; neither the Borrower nor any of its Subsidiaries
nor any ERISA Affiliate has incurred any material liability to or on account of
a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the
Code or expects to incur any material liability under any of the foregoing
Sections with respect to any Plan; no proceedings have been instituted to
terminate any Plan; no condition exists which presents a material risk to the
Borrower or any of its Subsidiaries or any ERISA Affiliate of incurring a
liability to or on account of a Plan pursuant to the foregoing provisions of
ERISA and the Code; using actuarial assumptions and computation methods
consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of the Borrower and its Subsidiaries and all ERISA Affiliates to
all Plans which are multiemployer plans (as defined in Section 4001(a)(3) of
ERISA) in the event of a complete withdrawal therefrom, as of the close of the
most recent fiscal year of each such Plan ended prior to the date of any Credit
Event, would not exceed $250,000; no lien imposed under the Code or ERISA on
the assets of the Borrower or any of its Subsidiaries or any ERISA Affiliate
exists or is likely to arise on account of any Plan; and the Borrower and its
Subsidiaries may cease contributions to or terminate any employee benefit plan
maintained by any of them without incurring any material liability.

7.11 The Security Documents. (a) The provisions of the
Security Documents are effective to create in favor of the Collateral Agent for
the benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the respective Credit Parties in
the Collateral described therein and the Collateral Agent, for the benefit of
the Secured Creditors, has a fully perfected first lien on, and security
interest in, all right, title and interest of the respective Credit Parties, in
all of the Collateral described therein, subject to no other Liens other than
Permitted Liens. The recordation of the Security Agreements in the United
States Patent and Trademark Office together with filings on Form UCC-1 made
pursuant to such Security Agreements were effective (and continue to be
effective), under federal and state law, to perfect the security interest
granted to the Collateral Agent in the trademarks and patents covered by such
Security Agreements and the filing of such Security Agreements with the United
States Copyright Office together with filings on Form UCC-1 made pursuant to
such Security Agreements were effective (and continue to be effective) under
federal law to perfect the

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<PAGE> 45

security interest granted to the Collateral Agent in the copyrights covered by
such Security Agreements. Each of the Credit Parties party to a Security
Agreement has good and valid title to all Collateral described therein, free
and clear of all Liens except those permitted under Section 9.01.

(b) The security interests created in favor of the
Collateral Agent with respect to any partnership interests, as pledgee for the
benefit of the Secured Creditors, under any Pledge Agreement constitute first
perfected security interests in such partnership interests, subject to no other
Liens. Except for filings made pursuant to Section 4.09 of the Original Credit
Agreement and Sections 5.06(b) or (c) or 5.10(b) of this Agreement, no filings
or recordings are required in order to perfect (or maintain the perfection or
priority of) the security interests created in the partnership interests under
the Pledge Agreements.

(c) In the case of Pledged Securities which are
certificated securities, so long as the Collateral Agent has possession of the
Pledged Securities, the security interests created in favor of the Collateral
Agent, as Pledgee for the benefit of the Secured Creditors, under the Borrower
Pledge Agreement constitute first perfected security interests in the Pledged
Securities described in the Borrower Pledge Agreement, subject to no security
interests of any other Person. No filings or recordings are required in order
to perfect the security interests created in the Pledged Securities under the
Borrower Pledge Agreement.

(d) Schedule III contains a true and complete list of
Real Property owned or leased (to the extent any lease has yearly lease
payments in excess of $50,000) by the Borrower and each of its Subsidiaries on
the Restatement Effective Date, and the type of interest therein held by the
Borrower and/or its Subsidiaries. Each of the Borrower and its Subsidiaries
has good and marketable title to all Real Property free and clear of all Liens
except Permitted Liens.

(e) No consents, filings or recordings are required as a
result of the amendment and restatement of the Original Credit Agreement
pursuant to this Agreement to maintain the perfection and priority of the
security interests purported to be created by the Original Security Documents.

7.12 Properties. Each of the Borrower and its
Subsidiaries has good and valid title to all properties owned by them,
including all property reflected in the consolidated pro forma combined balance
sheet (after giving effect to the Refinancing Transaction) referred to in
Section 7.05(a)(ii), free and clear of all Liens, other than (i) as referred to
in the consolidated pro forma balance sheet or in the notes thereto or (ii)
otherwise permitted by Section 9.01.

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7.13 Capitalization. On the Restatement Effective Date
and after giving effect to the Refinancing Transaction, the partnership
interests in the Borrower and each of its Subsidiaries, and all owners of any
equity interest therein, shall be as set forth on Schedule IV. The General
Partner has no Subsidiaries other than the Borrower and its Subsidiaries.
Neither the General Partner nor the Borrower nor any of their respective
Subsidiaries has any outstanding preferred equity interests or any outstanding
securities convertible into or exchangeable for any of its equity interests or
outstanding rights to subscribe for or to purchase, or warrants or options for
the purchase, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any charter relating to,
its partnership or other equity interests, as the case may be.

7.14 Compliance with Statutes, etc. Each of the General
Partner, the Borrower and their respective Subsidiaries is in compliance with
all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of (a) the conduct of its business, including without limitation
Sections 468.520-468.534 of the Florida Statutes regarding employee leasing
companies, and (b) the ownership of its property (including applicable
statutes, regulations, orders and restrictions relating to environmental
standards and controls), except for such instances of noncompliance as could
not, in the aggregate, reasonably be expected to have a material adverse effect
on the performance, business, assets, nature of assets, liabilities,
operations, properties, condition (financial or otherwise) or prospects of the
General Partner or of the Borrower and its Subsidiaries taken as a whole.

7.15 Investment Company Act. None of the General
Partner, the Borrower or any of its Subsidiaries is an "investment company" or
a company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.

7.16 Public Utility Holding Company Act. None of the
General Partner, the Borrower or any of its Subsidiaries is a "holding
company," or a "subsidiary company" of a "holding company," or an "affiliate"
of a "holding company" or of a "subsidiary company" of a "holding company"
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.

7.17 Environmental Matters. (a) The Borrower and each
of its Subsidiaries have complied in all material respects with, and on the
date of such Credit Event are in compliance in all material respects with, all
applicable Environmental Laws and the requirements of any permits issued under
such Environmental Laws. There are no past, pending or, to the knowledge of
the Borrower, threatened Environmental Claims against the Borrower or any of
its Subsidiaries or any Real Property owned or operated by the Borrower or any
of its Subsidiaries which could, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the performance, business,

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assets, nature of assets, liabilities, operations, properties, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries
taken as a whole. There are no facts, circumstances, conditions or occurrences
on any Real Property owned or operated by the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, on any property adjoining or
in the vicinity of any such Real Property that could reasonably be expected (i)
to form the basis of an Environmental Claim against the Borrower or any of its
Subsidiaries or any such Real Property that individually or in the aggregate,
could reasonably be expected to have a material adverse effect on the
performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole, or (ii) to cause any such Real Property to
be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law.

(b) Hazardous Materials have not at any time been
generated, used, treated or stored on, or transported to or from, any Real
Property owned or operated by the Borrower or any of its Subsidiaries where
such generation, use, treatment or storage could reasonably be expected to have
a material adverse effect on the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole. Hazardous
Materials have not at any time been Released on or from any Real Property owned
or operated by the Borrower or any of its Subsidiaries where such Release could
reasonably be expected to have a material adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.

(c) There are no underground storage tanks located on
any Real Property owned or operated by the Borrower or any of its Subsidiaries.

(d) Notwithstanding anything to the contrary in this
Section 7.17, the representations made in this Section 7.17 shall only be
untrue if the aggregate effect of all failures and noncompliances of the types
described above could reasonably be expected to have a material adverse effect
on the business, operations, property, assets, nature of assets, liabilities,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.

7.18 Labor Relations. None of the Borrower or any of
its Subsidiaries is engaged in any unfair labor practice that could reasonably
be expected to have a material adverse effect on the Borrower and its
Subsidiaries taken as a whole. There is (i) no significant unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries or,
to the best knowledge of the Borrower, threatened against any of them, before
the National Labor Relations Board, and no significant grievance or significant
arbitration proceeding arising out of or under any collective bargaining
agreement is so

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<PAGE> 48

pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against any of them, (ii) no significant
strike, labor dispute, slowdown or stoppage pending against the Borrower or any
of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against the Borrower or any of its Subsidiaries and (iii) to the best knowledge
of the Borrower, no union representation question existing with respect to the
employees of the Borrower or any of its Subsidiaries, except (with respect to
any matter specified in clause (i), (ii) or (iii) above, either individually or
in the aggregate) such as could not reasonably be expected to have a material
adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

7.19 Patents, Licenses, Franchises and Formulas. (a)
The Borrower, together with its Subsidiaries owns, has a license to use or
otherwise has the right to use, free and clear of pending or threatened Liens,
all the patents, patent applications, trademarks, service marks, trade names,
trade secrets, copyrights, proprietary information, computer programs, data
bases, licenses, franchises and formulas, or rights with respect to the
foregoing (collectively, "Intellectual Property"), and has obtained all
licenses and other rights of whatever nature, necessary for the present conduct
of its business, without any known conflict with the rights of others which, or
the failure to obtain which, as the case may be, would result in a material
adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

(b) The Borrower has no knowledge of any pending or
threatened claim by any third party contesting the validity, enforceability,
use or ownership of the Intellectual Property, or of any existing state of
facts that would support a claim that use by the Borrower or any of its
Subsidiaries of any such Intellectual Property has infringed or otherwise
violated any Intellectual Property right of any other Person.

7.20 Restrictions on or Relating to Subsidiaries. There
does not exist any encumbrance or restriction on the ability of (a) any
Subsidiary of the Borrower to make any Distributions to the Borrower or any
Subsidiary, or to pay any Indebtedness owed to the Borrower or any Subsidiary,
(b) any Subsidiary to make loans or advances to the Borrower or any Subsidiary
or (c) the Borrower or any Subsidiary to transfer any of its properties or
assets to the Borrower or any Subsidiary, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents or (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest of the Borrower or any Subsidiary.

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<PAGE> 49

7.21 Material Contracts. All material contracts and
licenses of the Borrower and each of its Subsidiaries as of the Restatement
Effective Date are listed on Schedule V.

Section 8. Affirmative Covenants. Each of the General
Partner and the Borrower covenants and agrees that on and after the Restatement
Effective Date and until the Total Commitment and all Letters of Credit have
terminated and the Loans, Notes and Unpaid Drawings, together with interest,
Fees and all other Obligations are paid in full:

8.01 Information Covenants. The Borrower will furnish
to each Bank:

(a) Monthly Reports. Within 30 days after the end of
each fiscal month other than the last such month of any fiscal quarter
of the Borrower, the consolidated balance sheets of the Borrower and
its Subsidiaries as at the end of such month and the related
consolidated statements of income and retained earnings and statement
of cash flows for such month and for the elapsed portion of the fiscal
year ended with the last day of such month, in each case setting forth
comparative figures (including with respect to the number of clients
and number of employees of the Borrower and its Subsidiaries) for the
corresponding month in the prior fiscal year and comparable budgeted
figures for such period, all of which shall be certified by the chief
financial officer of the Borrower, subject to normal year-end audit
adjustments.

(b) Quarterly Financial Statements. Within 45 days
after the close of the first three quarterly accounting periods in
each fiscal year of the Borrower, the consolidated balance sheets of
the Borrower and its Subsidiaries as at the end of such quarterly
period and the related consolidated statements of income, retained
earnings and cash flows, in each case for such quarterly period and
for the elapsed portion of the fiscal year ended with the last day of
such quarterly period, in each case setting forth comparative figures
(including with respect to the number of clients and number of
employees of the Borrower and its Subsidiaries) for the related
periods in the prior fiscal year and comparable budgeted figures for
such period, all of which shall be certified by the chief financial
officer of the Borrower, subject to normal year-end audit adjustments.

(c) Annual Financial Statements. Within 90 days after
the close of each fiscal year of the Borrower, the consolidated
balance sheets of the Borrower and its Subsidiaries as at the end of
such fiscal year and the related consolidated statements of income,
earnings and cash flows for such fiscal year and setting forth
comparative figures for the preceding fiscal year and comparable
budgeted figures for such period and certified by Deloitte & Touche or
other independent certified

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public accountants of recognized national standing reasonably
acceptable to the Required Banks, together with a signed opinion of
such accounting firm (which opinion shall not be qualified in any
respect) stating that in the course of its regular audit of the
financial statements of the Borrower which audit was conducted in
accordance with generally accepted auditing standards, such accounting
firm obtained no knowledge of any Default or Event of Default which
has occurred or, if in the opinion of such accounting firm such a
Default or Event of Default has occurred and is continuing, a
statement as to the nature thereof.

(d) Management Letters. Promptly after the receipt
thereof by the Borrower or any of its Subsidiaries, a copy of any
"management letter" received by the Borrower or any of its
Subsidiaries from its certified public accountants.

(e) Budgets. No later than the earlier of (x) 90 days
following the first day of each fiscal year of the Borrower or (y) the
fifth day following the approval thereof by the General Partner, a
budget for the Borrower and its Subsidiaries in form satisfactory to
the Agent and the Required Banks (including budgeted statements of
income and sources and uses of cash and balance sheets) prepared by
the Borrower for (i) each calendar month of such fiscal year and (ii)
each subsequent fiscal year to and including the fiscal year ending
December 31, 1999, in each case, prepared in reasonable detail with
appropriate presentation and discussion of the principal assumptions
upon which such budgets are based, accompanied by the statement of the
chief financial officer of the Borrower to the effect that, to the
best of his knowledge, the budget is a reasonable estimate for the
period covered thereby.

(f) Officer's Certificates. At the time of the delivery
of the financial statements provided for in Section 8.01(a), (b) and
(c), a certificate of the chief financial officer of the General
Partner on behalf of the General Partner and the Borrower to the
effect that no Default or Event of Default has occurred and is
continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof, which
certificate, (x) in the case of certificates delivered pursuant to
Section 8.01(b) or (c), shall set forth the calculations required to
establish whether the Borrower was in compliance with the provisions
of Sections 9.04, 9.05, 9.06, and 9.08 through 9.12, inclusive at the
end of such fiscal quarter or year, as the case may be and (y) in the
case of certificates delivered pursuant to Section 8.01(c), the amount
of Excess Cash Flow for the immediately preceding fiscal year of the
Borrower.

(g) Notice of Default or Litigation. Promptly, and in
any event within three Business Days after an officer of the General
Partner, the Borrower or any of its Subsidiaries obtains knowledge
thereof, notice of (i) the occurrence of any

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event which constitutes a Default or Event of Default, (ii) any
litigation or governmental investigation or proceeding pending (x)
against the General Partner, the Borrower or any of its Subsidiaries
which could reasonably be expected to materially and adversely affect
the performance, business, assets, nature of assets, liabilities,
operations, properties, condition (financial or otherwise) or
prospects of the General Partner or of the Borrower and its
Subsidiaries taken as a whole or (y) with respect to any Document or
any material Indebtedness of the Borrower or its Subsidiaries and
(iii) any other event which is likely to materially and adversely
affect the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or
otherwise) or prospects of the General Partner or of the Borrower and
its Subsidiaries taken as a whole.

(h) Other Reports and Filings. Promptly upon
transmission thereof, copies of any financial information, proxy
materials and other information and reports, if any, which any Credit
Party (other than limited partners of the Borrower) or any of its
Subsidiaries (x) has filed with, the Securities and Exchange
Commission or any successor thereto or (y) has delivered to holders
of, or any agent or trustee with respect to, Indebtedness of any such
Credit Party or any of its Subsidiaries in its capacity as such a
holder, agent, or trustee.

(i) Environmental Matters. Promptly upon, and in any
event within three Business Days after an officer of the General
Partner, the Borrower or of any of its Subsidiaries obtains knowledge
thereof, notice of any of the following environmental matters (i) any
pending or threatened Environmental Claim against the Borrower or any
of its Subsidiaries or any Real Property owned or operated by the
Borrower or any of its Subsidiaries; (ii) any condition or occurrence
on or arising from any Real Property owned or operated by the Borrower
or any if its Subsidiaries that (a) results in noncompliance by the
Borrower or any of its Subsidiaries with any applicable Environmental
Law, or (b) could reasonably be anticipated to form the basis of an
Environmental Claim against the Borrower or any of its Subsidiaries or
any such Real Property; (iii) any condition or occurrence on any Real
Property owned or operated by the Borrower or any of its Subsidiaries
that could reasonably be anticipated to cause such Real Property to be
subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law; and
(iv) the taking of any removal or remedial action in response to the
actual or alleged presence of any Hazardous Material on any Real
Property owned or operated by the Borrower or any of its Subsidiaries
as required by any Environmental Law or any governmental or other
administrative agency; provided that in any event the Borrower shall
deliver to each Bank all notices received by the Borrower or any of
its Subsidiaries from any government or governmental agency under, or
pursuant to, CERCLA. All such notices shall describe in reasonable
detail the nature of the claim, investigation,

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<PAGE> 52

condition, occurrence or removal or remedial action and the Borrower
or such Subsidiary's response thereto. In addition, the Borrower will
provide the Banks with copies of all communications with any
government or governmental agency relating to Environmental Claims,
all communications with any person relating to Environmental Claims,
and such detailed reports of any Environmental Claim as may reasonably
be requested by the Banks.

(j) Annual Meetings with Banks. Within 75 days after
the close of each fiscal year of the Borrower, the General Partner and
the Borrower shall, at the request of the Agent or Required Banks,
hold a meeting with all of the Banks at which meeting shall be
reviewed the financial results of the previous fiscal year and the
financial condition of the Borrower and its Subsidiaries and the
budgets presented for the current fiscal year of the Borrower and its
Subsidiaries.

(k) Other Information. From time to time, such other
information or documents (financial or otherwise) with respect to any
Credit Party or any of its Subsidiaries, as the Agent, or the Required
Banks may reasonably request.

8.02 Books, Records and Inspections. Each of the
General Partner and the Borrower will, and the General Partner will cause each
of its Subsidiaries to, keep proper books of record and account in which full,
true and correct entries in conformity with United States generally accepted
accounting principles and all requirements of law shall be made of all dealings
and transactions in relation to its business and activities. Each of the
General Partner and the Borrower will, and the General Partner will cause each
of its Subsidiaries to, permit officers and designated representatives of the
Agent or any Bank to visit and inspect, under guidance of officers of the
General Partner, the Borrower or of such Subsidiary, any of the properties of
the General Partner, the Borrower or such Subsidiary, and to examine the books
of account of the General Partner, the Borrower or such Subsidiary and discuss
the affairs, finances and accounts of the General Partner, the Borrower or such
Subsidiary with, and be advised as to the same by, its and their officers, all
at such reasonable times and intervals and to such reasonable extent as the
Agent or such Bank may request.

8.03 Maintenance of Property, Insurance. (a) Schedule
VI sets forth a true and complete listing of all insurance maintained by the
Borrower and each of its Subsidiaries as of the Restatement Effective Date.
Each of the General Partner and the Borrower will, and the General Partner will
cause each of its Subsidiaries to, (i) keep all material property useful and
necessary in its business in good working order and condition (normal wear and
tear excepted), (ii) maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are described in Schedule VI, and (iii) furnish to each
Bank, upon written request, full information as to the insurance carried. At
any time that insurance at

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<PAGE> 53

levels described on Schedule VI is not being maintained by the Borrower or any
Subsidiary, the Borrower will notify the Banks in writing within three Business
Days thereof and, if thereafter notified by the Required Banks to do so, the
Borrower or such Subsidiary, as the case may be, shall obtain insurance at such
levels at least equal to those set forth on Schedule VI to the extent then
generally available.

(b) Each of the General Partner and the Borrower will,
and the General Partner will cause each of its Subsidiaries to, at all times
keep their respective property and business insured in favor of the Collateral
Agent, and all policies or certificates (or certified copies thereof) with
respect to such insurance (and any other insurance maintained by the General
Partner, the Borrower and its Subsidiaries) (i) shall be endorsed, with respect
to property and liability insurance, to the Collateral Agent's satisfaction for
the benefit of the Collateral Agent (including, without limitation, by naming
the Collateral Agent as loss payee and/or as an additional insured), (ii) shall
state that such insurance policies shall not be cancelled or revised without 30
days' prior written notice thereof by the respective insurer to the Collateral
Agent, (iii) shall provide that the respective insurers irrevocably waive any
and all rights of subrogation with respect to the Collateral Agent and the
Secured Creditors, (iv) shall, except in the case of public liability
insurance and workers' compensation insurance, provide that any losses shall be
payable notwithstanding (A) any act or neglect of the General Partner, the
Borrower or any of its Subsidiaries, (B) the occupation or use of the
properties for purposes more hazardous than those permitted by the terms of the
respective policy if such coverage is obtainable at commercially reasonable
rates and is of the kind from time to time customarily insured against by
Persons owning or using similar property and in such amounts as are customary,
(C) any foreclosure or other proceeding relating to the insured properties or
(D) any change in the title to or ownership or possession of the insured
properties and (v) shall be deposited with the Collateral Agent. If the
General Partner, the Borrower or any Subsidiary shall fail to insure its
property in accordance with this Section 8.03, or if the General Partner, the
Borrower or any Subsidiary shall fail to so endorse and deposit all policies or
certificates with respect thereto, the Collateral Agent shall have the right
(but shall be under no obligation) to procure such insurance and the Borrower
agrees to reimburse the Collateral Agent for all costs and expenses of
procuring such insurance.

8.04 Corporate Franchises. Each of the General Partner
and the Borrower will do, and the General Partner will cause each of its
Subsidiaries to do or cause to be done, all things necessary to preserve and
keep in full force and effect its existence and its material rights,
franchises, licenses and patents; provided, however, that nothing in this
Section 8.04 shall prevent (i) sales of assets by the Borrower or any of its
Subsidiaries in accordance with Section 9.02, (ii) the withdrawal by the
General Partner, the Borrower or any of its Subsidiaries of its qualification
as a foreign limited partnership in any jurisdiction where such withdrawal
could not reasonably be expected to have a material adverse effect on the
performance, business, assets, nature of assets, liabilities, operations,

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properties, condition (financial or otherwise) or prospects of the General
Partner or of the Borrower and its Subsidiaries taken as a whole or (iii) the
taking of any action respecting any right, franchise, license or patent
determined by the General Partner to be in the best interest of such Borrower
or such Subsidiary.

8.05 Compliance with Statutes, etc. Each of the General
Partner and the Borrower will, and the General Partner will cause each of its
Subsidiaries to, comply with all applicable statutes, regulations and orders
of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the
ownership of its property, including without limitation the laws and
regulations referred to in Section 7.14, except such instances of noncompliance
as could not, in the aggregate, reasonably be expected to have a material
adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the General Partner or of the Borrower and its Subsidiaries taken
as a whole.

8.06 Compliance with Environmental Laws. (a) Each of
the General Partner and the Borrower will comply, and the General Partner will
cause each of its Subsidiaries to comply, in all material respects with all
Environmental Laws applicable to ownership or use of the Real Property, will
promptly pay or cause such Subsidiary to pay all costs and expenses incurred in
such compliance, and will keep or cause to be kept all such Real Properties
free and clear of any Liens imposed pursuant to such Environmental Laws. None
of the General Partner, the Borrower nor any Subsidiary will generate, use,
treat, store, release or dispose of, or permit the generation, use, treatment,
storage release or disposal of Hazardous Materials on any Real Property, or
transport or permit the transportation of Hazardous Materials to or from any
Real Property except in compliance with all applicable Environmental Laws and
as required in connection with the normal operation, use and maintenance of
such Real Property.

(b) In the event the Agent or the Required Banks
determine in their reasonable judgment that such should be requested, at the
request of the Agent or the Required Banks made not more than once a year for
any Real Property of the Borrower or any of its Subsidiaries or if an Event of
Default exists under this Agreement, at any time and from time to time during
the existence of this Agreement, the Borrower will provide, at its sole cost
and expense (or will cause the Borrower to provide at its sole cost and
expense), an environmental site assessment report concerning any Real Property
of the Borrower or its Subsidiaries, prepared by an environmental consulting
firm approved by the Agent and the Required Banks, indicating the presence or
Release of Hazardous Materials on or from any of the Real Property and the
potential cost of any removal or remedial action in connection with any
Hazardous Materials on such Real Property. If the Borrower fails to provide
the same after sixty days' notice, the Agent may order the same, and the
Borrower shall grant and hereby grants to the Agent and the Banks and their
agents

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access to such Real Property and specifically grants the Agent and the Banks an
irrevocable non-exclusive license, subject to the rights of tenants, to
undertake such an assessment all at the Borrower's expense, as the case may be.

8.07 ERISA. As soon as possible and, in any event,
within 10 Business Days after the General Partner, the Borrower or any
Subsidiary or any ERISA Affiliate knows or has reason to know of the occurrence
of any of the following, the General Partner or the Borrower will deliver to
each of the Banks a certificate signed on behalf of the General Partner and the
Borrower by the chief financial officer of the General Partner setting forth
details as to such occurrence and the action, if any, which the General
Partner, the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by the General Partner, the Borrower, the Subsidiary, the
ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with
respect thereto: that a Reportable Event has occurred, that an accumulated
funding deficiency has been incurred or an application may be or has been made
to the Secretary of the Treasury for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any amortization period under Section 412 of the Code with respect to a
Plan, that a contribution required to be made to a Plan has not been timely
made; that a Plan has been or may be terminated, reorganized, partitioned or
declared insolvent under Title IV of ERISA, that a Plan has an Unfunded Current
Liability giving rise to a lien under ERISA or the Code, that proceedings may
be or have been instituted to terminate a Plan, that a proceeding has been
instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan, or that the General Partner, the Borrower, any
Subsidiary or any ERISA Affiliate will or may incur any liability (including
any contingent or secondary liability) to or on account of the termination of
or withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or
4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or
4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA; or that the
General Partner, the Borrower or any Subsidiary of the Borrower may incur any
material liability pursuant to any employee welfare benefit plan (as defined in
Section 3(l) of ERISA) that provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA); or that the
General Partner, the Borrower or any Subsidiary of the Borrower may reasonably
be expected to incur any substantial liability prior to the Final Maturity Date
not incurred as of the Restatement Effective Date pursuant to any employee
pension benefit plan (as defined in Section 3(2) of ERISA) other than a Plan.
The General Partner or the Borrower will deliver to each of the Banks a
complete copy of the annual report (Form 5500) of each Plan required to be
filed with the Internal Revenue Service. In addition to any certificates or
notices delivered to the Banks pursuant to the first sentence hereof, copies of
annual reports and any notices received by the General Partner, the Borrower or
any Subsidiary or any ERISA Affiliate with respect to any Plan shall be
delivered to the Banks no later than 10 Business Days after the date such
report has been filed with the Internal Revenue Service or such notice

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<PAGE> 56

has been received by the General Partner, the Borrower or the Subsidiary or the
ERISA Affiliate, as applicable.

8.08 End of Fiscal Years; Fiscal Quarters. Each of the
General Partner and the Borrower will cause its, and the General Partner will
cause each of its Subsidiaries', (i) fiscal years to end on December 31 and
(ii) first three fiscal quarters to end on March 31, June 30 and September 30.

8.09 Performance of Obligations. Each of the General
Partner and the Borrower will, and the General Partner will cause each of its
Subsidiaries to, perform all of its obligations under the terms of each
mortgage, indenture, security agreement and other debt instrument by which it
is bound, except such non-performances as could not in the aggregate reasonably
be expected to have a material adverse effect on the performance, business,
assets, nature of assets, liabilities, operations, properties, condition
(financial or otherwise) or prospects of the General Partner or of the Borrower
and its Subsidiaries taken as a whole.

8.10 Payment of Taxes. Each of the General Partner and
the Borrower will pay discharge, and the General Partner will cause each of its
Subsidiaries to pay and discharge, all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits, or upon any
properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a lien or charge
upon any properties of the General Partner, the Borrower or any of its
Subsidiaries; provided that neither the General Partner, the Borrower nor any
of its Subsidiaries shall be required to pay any such tax, assessment, charge,
levy or claim which is being contested in good faith and by proper proceedings
if it has maintained adequate reserves with respect thereto in accordance with
generally accepted accounting principles.

8.11 Use of Proceeds. All proceeds of the Loans shall
be used as provided in Section 7.08.

8.12 Intellectual Property Rights. Each of the General
Partner and the Borrower will, and the General Partner will cause each of its
Subsidiaries to, maintain in full force and effect all Intellectual Property
rights necessary or appropriate to the business of the General Partner, the
Borrower or any Subsidiary and take no action (including without limitation the
licensing of Intellectual Property), or fail to take an action as the case may
be, in connection with such Intellectual Property rights which would result in
a material adverse effect on the performance, business, assets, nature of
assets, liabilities, properties, condition (financial or otherwise), operations
or prospects of the General Partner or of the Borrower and its Subsidiaries
taken as a whole. Each of the General Partner and the Borrower will, and the
General Partner will cause each of its Subsidiaries to, diligently prosecute
all pending applications filed in connection with seeking or seeking to perfect
the

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<PAGE> 57

Intellectual Property rights and take all other reasonable actions necessary
for the protection and maintenance of the Intellectual Property rights
necessary or appropriate to the business of the General Partner, the Borrower
or any Subsidiary at all times from and after the Restatement Effective Date.

8.13 Concentration Account. The General Partner and the
Borrower shall cause each bank or other financial institution in which the
Borrower or any of its Subsidiaries has an account to transfer all funds
actually received (i.e. good funds) in such account within one Business Day of
receipt to the Concentration Account established pursuant to the Borrower
Security Agreement or the Subsidiaries Security Agreement, as the case may be,
and, to the extent that any such Subsidiary transferring funds is not a
Subsidiary Assignor, such transferred funds shall constitute advances by such
Subsidiary to the Borrower and shall be deposited in the Concentration Account
established pursuant to the Borrower Security Agreement.

8.14 Additional Security; Further Assurances. (a) Each
of the General Partner and the Borrower shall, and the General Partner agrees
to cause each of its Subsidiaries to, upon the request of the Agent or the
Required Banks, take such actions as may be requested by the Agent or the
Required Banks (at the expense of the Borrower) to ensure that the Secured
Creditors shall have a valid and enforceable perfected security interest in all
vehicles owned by the Borrower or any Subsidiary prior to the rights of all
third Persons and subject to no other Liens except such Liens as are permitted
by Section 9.01.

(b) Each of the General Partner and the Borrower shall,
and the General Partner shall cause each of its Subsidiaries to, at its own
expense, make, execute, endorse, acknowledge, file and/or deliver to the
Collateral Agent from time to time such conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments and take such further steps relating to perfecting
the security interest of the Secured Creditors in vehicles owned by the
Borrower or any Subsidiary as the Collateral Agent may reasonably require.
Furthermore, at the time of any request by the Agent or the Required Banks
pursuant to preceding clause (a) each of the General Partner and the Borrower
shall cause to be delivered to the Collateral Agent such opinions of counsel
and other documents as may be reasonably requested by the Agent or the Required
Banks to assure themselves that this Section 8.14 has been complied with.

(c) Each of the General Partner and the Borrower agrees
that each action required by Section 8.14(a) or (b) shall be completed within
60 days after such action is requested to be taken by the Agent or the Required
Banks.

Section 9. Negative Covenants. Each of the General
Partner and the Borrower hereby covenants that on and after the Restatement
Effective Date and until the

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<PAGE> 58

Total Commitment and all Letters of Credit have terminated and the Loans, Notes
and Unpaid Drawings together with interest, Fees and all other Obligations are
paid in full:

9.01 Liens. (a) Each of the General Partner and the
Borrower will not, and the General Partner will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the General Partner, the Borrower or any of their respective Subsidiaries,
whether now owned or hereafter acquired, or sell any such property or assets
subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets (including sales of accounts receivable with
recourse to the General Partner, the Borrower or any of their respective
Subsidiaries), or assign any right to receive income or permit the filing of
any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute; provided that the provisions of this
Section 9.01 shall not prevent the General Partner, the Borrower or any of
their respective Subsidiaries from creating, incurring, assuming or permitting
the existence of the following (liens described below are herein referred to as
"Permitted Liens"):

(i) inchoate Liens with respect to the General Partner, the
Borrower or any of their respective Subsidiaries for taxes not yet due
or Liens for taxes being contested in good faith and by appropriate
proceedings for which adequate reserves have been established in
accordance with generally accepted accounting principles;

(ii) Liens in respect of property or assets of the Borrower
or any of its Subsidiaries imposed by law, which were incurred in the
Ordinary Course of Business and do not secure Indebtedness for
borrowed money, such as carriers', warehousemen's, materialmen's,
mechanics' and landlords' liens and other similar Liens arising in the
ordinary course of business, and (x) which do not in the aggregate
materially detract from the value of the Borrower's or any of its
Subsidiaries' property or assets or materially impair the use thereof
in the operation of the business of the Borrower or its Subsidiaries
taken as a whole or (y) which are being contested in good faith by
appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property or assets subject to
any such Lien;

(iii) Liens of the Borrower or its Subsidiaries in existence
on the Restatement Effective Date which are listed, and the property
subject thereto described, in Schedule VII, but only until the
respective date, if any, set forth in such Schedule VII for the
removal and termination of any such Liens;

(iv) Liens created pursuant to the Security Documents;

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<PAGE> 59

(v) easements, rights-of-way, restrictions, encroachments
and other similar charges or encumbrances on the property of the
Borrower or any of its Subsidiaries arising in the Ordinary Course of
Business and not materially interfering with the conduct of the
business of the Borrower or any of its Subsidiaries taken as a whole;

(vi) Liens on property of the Borrower and its Subsidiaries
subject to, and securing only, Capitalized Lease Obligations to the
extent such Capitalized Lease Obligations are permitted by Section
9.05(b); provided that such Liens only serve to secure the payment of
Indebtedness arising under such Capitalized Lease Obligations and the
Lien encumbering the asset giving rise to the respective Capitalized
Lease Obligation does not encumber any other asset of the Borrower or
any of its Subsidiaries;

(vii) Liens (other than any Lien imposed by ERISA) on
property of the Borrower or any of its Subsidiaries incurred or
deposits made in the ordinary course of business in connection with
(x) workers' compensation, unemployment insurance and other types of
social security or health insurance (y) to secure the performance of
tenders, statutory obligations, surety and appeal bonds, bids, leases,
government contracts, trade contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the
payment of borrowed money), provided that the aggregate amount of cash
and the fair market value of the property encumbered by Liens
described in this clause (vii) shall not exceed $500,000;

(viii) Liens placed upon equipment, machinery or real property
used in the Ordinary Course of Business of the Borrower or any of its
Subsidiaries at the time of purchase thereof by the Borrower or any of
its Subsidiaries to secure Indebtedness incurred to pay all or a
portion of the purchase price thereof, provided that (x) (A) the
aggregate principal amount of all Indebtedness (other than the MIS
Indebtedness) secured by Liens permitted by this clause (viii) does
not exceed at any one time outstanding $100,000 and (B) the aggregate
principal amount of all MIS Indebtedness secured by Liens permitted by
this clause (viii) when aggregated with the principal amount of all
MIS Indebtedness constituting Capitalized Lease Obligations permitted
pursuant to Section 9.01(vi) and the aggregate amount of all other
proceeds paid by the Borrower or any of its Subsidiaries in connection
with MIS Acquisitions does not exceed $3,000,000 and no such MIS
Indebtedness is incurred after December 31, 1995 and (y), in all
events, the Lien encumbering the equipment, machinery or real property
so acquired does not encumber any other asset of the Borrower or any
of its Subsidiaries;

(ix) any interest or title of a lessor or sublessor under
any lease of the Borrower or its Subsidiaries permitted by this
Agreement;

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<PAGE> 60

(x) any attachment or judgment Lien in respect of judgments
not constituting an Event of Default under Section 10.09; and

(xi) Liens arising from precautionary UCC-1 financing
statement filings regarding operating leases.

9.02 Consolidation, Merger, Purchase or Sale of Assets, etc.
Each of the General Partner and the Borrower will not, and the General Partner
and the Borrower will not permit any of its Subsidiaries to, wind up, liquidate
or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets, or enter into any partnerships, joint ventures or sale-leaseback
transactions, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other
acquisitions by the Borrower or any of its Subsidiaries of inventory, materials
and equipment in the ordinary course of business) of any Person, except that:

(i) Capital Expenditures by the Borrower and its
Subsidiaries shall be permitted to the extent not in violation of
Section 9.08;

(ii) each of the Borrower and its Subsidiaries may, in the
Ordinary Course of Business, sell assets which, in the reasonable
judgment of the Borrower have become obsolete, worn out or uneconomic,
the proceeds of which are applied in accordance with Section
4.02(A)(e), or are used, or irrevocably committed, to purchase
replacement assets within 90 days from the date of such sale so long
as the aggregate amount of Net Sale Proceeds from such sales in any
one fiscal year do not exceed $200,000;

(iii) each of the Borrower and its Subsidiaries may lease (as
lessee) real or personal property to the extent permitted by Sections
9.04 and 9.08; and

(iv) investments may be made to the extent permitted by
Section 9.06.

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral, or any Collateral is sold as permitted
by this Section 9.02, such Collateral shall be sold free and clear of the Liens
created by the Security Documents, and the Agent and Collateral Agent shall be
authorized to take any actions deemed appropriate in order to effect the
foregoing.

9.03 Distributions. The Borrower shall not nor shall the
General Partner permit any of its Subsidiaries to, declare or pay any
Distributions with respect to the Borrower or any of its Subsidiaries, except
that: (i) any Subsidiary of the Borrower may

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<PAGE> 61

make Distributions to the Borrower or any Wholly-Owned Subsidiary of the
Borrower; (ii) so long as there shall exist no Default or Event of Default
under Section 10.01 (and after giving effect to such Distributions there will
exist no Default or Event of Default under Section 10.01), the Borrower may
make cash Distributions to the Partners at times and in amounts necessary for
the Borrower to make tax distributions pursuant to Section 4.4(b) of the
Partnership Agreement of the Borrower and (iii) the Borrower may consummate the
Refinancing Transaction on the Restatement Effective Date.

9.04 Leases. Neither the General Partner nor the Borrower
will make any payments (including, without limitation, any property taxes paid
as additional rent or lease payments) under any agreement to rent or lease any
real or personal property and neither the General Partner nor the Borrower will
permit the aggregate payments (including, without limitation, any property
taxes paid as additional rent or lease payments) made by the Borrower and its
Subsidiaries on a consolidated basis under any agreement to rent or lease any
real or personal property (or any extension or renewal thereof) (excluding
Capitalized Lease Obligations) to exceed at any time $3,000,000 in any fiscal
year of the Borrower.

9.05 Indebtedness. Each of the General Partner and the
Borrower will not, and the General Partner will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

(a) Indebtedness incurred pursuant to this Agreement and the
other Credit Documents;

(b) Indebtedness of the Borrower and its Subsidiaries
evidenced by Capitalized Lease Obligations to the extent permitted
pursuant to Section 9.08; provided that the aggregate amount of
Indebtedness evidenced by Capitalized Lease Obligations under all
Capital Leases outstanding under this clause (b) shall not at any time
exceed $100,000, provided further that the Borrower and its
Subsidiaries may incur additional Capitalized Lease Obligations
consisting of MIS Indebtedness in an amount which when aggregated with
the aggregate principal amount of all MIS Indebtedness secured by
Liens permitted pursuant to Section 9.01(viii)(X)(B) and the aggregate
amount of all other proceeds paid by the Borrower or any of its
Subsidiaries in connection with MIS Acquisitions does not exceed
$3,000,000;

(d) Indebtedness of the Borrower represented by the
Subsidiary Notes and Indebtedness of the Subsidiary Guarantors to the
Borrower, provided that all evidence of Indebtedness of the Subsidiary
Guarantors shall be pledged to the

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<PAGE> 62

Collateral Agent for the benefit of the Banks pursuant to the Borrower
Pledge Agreement and all proceeds of Indebtedness represented by the
Subsidiary Notes shall be deposited into the Concentration Account;

(e) Indebtedness of the General Partner evidencing its
obligations to repay amounts advanced to the General Partner from the
limited partners of the Borrower after the Restatement Effective Date
in an aggregate amount not to exceed $780,000; and

(f) a guaranty by the Borrower in favor of the Subsidiary
Guarantors of amounts paid by the Subsidiary Guarantors pursuant to
the Subsidiaries Guaranty.

9.06 Advances, Investments and Loans. Each of the General
Partner and the Borrower will not, and the General Partner will not permit any
of its Subsidiaries to, directly or indirectly lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any other Person, or hold any cash or Cash Equivalents, except that the
following shall be permitted:

(i) the Borrower and its Subsidiaries may acquire and hold
receivables owing to any of them, if created or acquired in the
Ordinary Course of Business and payable or dischargeable in accordance
with customary terms;

(ii) the Borrower and its Subsidiaries may acquire and hold
cash and Cash Equivalents, provided that during any time that
Revolving Loans are outstanding the aggregate amount of cash and Cash
Equivalents permitted to be held by the Borrower and its Subsidiaries
shall not exceed $1,000,000 for any three consecutive days;

(iii) the Borrower may make Capital Expenditures to the
extent permitted by Section 9.08;

(iv) the Borrower and its Subsidiaries may make additional
loans, advances and other investments in partnerships, joint ventures
and similar investments with Persons that are not Affiliates of the
Borrower so long as the aggregate principal amount thereof at any time
outstanding (determined without regard to any write-downs or
write-offs thereof) shall not exceed $100,000; and

(v) the Borrower and its Subsidiaries may make advances and
loans to the extent the Indebtedness created thereby is permitted
pursuant to Section 9.05(d) and the Borrower may make equity
contributions in its Subsidiaries, so long as (x)

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<PAGE> 63

100% of the partnership or other equity interests in any such
Subsidiary are pledged to the Collateral Agent pursuant to the
applicable Pledge Agreements and (y) the amount of any such equity
contribution does not exceed the greater of (A) $100,000 per
Subsidiary and (B) the amount required pursuant to statutory net worth
requirements affecting companies engaged in the employee leasing
business.

9.07 Transactions with Affiliates. Each of the General
Partner and the Borrower will not, and the General Partner will not permit any
of its Subsidiaries to, enter into any transaction or series of related
transactions, whether or not in the Ordinary Course of Business, with any
Affiliate of the Borrower or of any Partner, other than transactions by the
Borrower or any of its Subsidiaries in the Ordinary Course of Business and on
terms and conditions substantially as favorable to the Borrower or such
Subsidiary, as the case may be, as would be obtainable by the Borrower or such
Subsidiary, as the case may be, at that time in a comparable arm's-length
transaction with a Person other than an Affiliate, except that (i) the Borrower
may pay an annual management fee of $300,000 to Craig Capital payable in equal
semi-annual installments on each six-month anniversary of the Original
Effective Date, provided that at the time of payment of each such installment
there exists no Default or Event of Default and all payments of Loans, Unpaid
Drawings, interest or Fees then owing to the Banks hereunder have been paid in
full, (ii) the Borrower may consummate the Refinancing Transaction on the
Restatement Effective Date and (iii) the Borrower may pay fees and expenses
arising in connection with the Refinancing Transaction so long as the aggregate
amount of all such fees and expenses does not exceed $2.3 million.

9.08 Capital Expenditures. (a) Each of the General
Partner and the Borrower will not, and the General Partner will not permit any
of its Subsidiaries to, make any expenditure which should be capitalized in
accordance with United States generally accepted accounting principles,
including all such expenditures with respect to fixed or capital assets
(including, without limitation, expenditures for maintenance and repairs which
should be capitalized in accordance with United States generally accepted
accounting principles) and including Capitalized Lease Obligations
(collectively, "Capital Expenditures"), except that (x) during the period
commencing on the Restatement Effective Date and ending on December 31, 1994,
the Borrower and its Subsidiaries may make Capital Expenditures so long as the
aggregate amount thereof does not exceed $125,000 during such period and (y)
during any fiscal year beginning thereafter the Borrower and its Subsidiaries
may make Capital Expenditures so long as the aggregate amount thereof does not
exceed during any fiscal year the amount set forth opposite such fiscal year
below (subject to the adjustments provided in clause (b) below):

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<PAGE> 64

<TABLE>
<CAPTION>
Fiscal Year
Beginning
January 1 Amount
----------- --------
<S> <C>
1995 $425,000
1996 $475,000
1997 $525,000
1998 $575,000
1999 $625,000
</TABLE>

(b) (i) The amount set forth in clause (a) of this Section
9.08 with respect to each fiscal year commencing on or after January 1, 1995
may be increased to an amount equal to 5% of the Consolidated EBITDA for the
prior fiscal year (but in no event to an amount exceeding $1,000,000), provided
that the Borrower shall have complied with Section 9.09 with respect to such
prior year and (ii) to the extent that the amount of Capital Expenditures made
by the Borrower and its Subsidiaries during any fiscal year is less than the
amount provided in clauses (a) and (b)(i) of this Section 9.08, such amount may
be carried forward and used to make Capital Expenditures in excess of the
amount otherwise permitted for the succeeding fiscal year, provided that no
amount once carried forward to the next fiscal year may be carried forward to
any fiscal year thereafter.

(c) In addition to the amounts set forth in clauses (a) and
(b) of this Section 9.08, the Borrower and its Subsidiaries may make up to
$3,000,000 of MIS Acquisitions.

9.09 Minimum EBITDA. The Borrower will not permit its
Consolidated EBITDA for the period of four consecutive fiscal quarters (taken
as one accounting period) ending on each date set forth below to be less than
the amount set forth opposite such date:

<TABLE>
<CAPTION>
Fiscal Quarter Minimum
Ended Amount
-------------- -----------
<S> <C>
December 31, 1994 $ 8,500,000
March 31, 1995 $ 9,375,000
June 30, 1995 $10,250,000
September 30, 1995 $11,125,000
December 31, 1995 $12,000,000
March 31, 1996 $12,375,000
June 30, 1996 $12,750,000
September 30, 1996 $13,125,000
December 31, 1996 $13,500,000
March 31, 1997 $14,250,000
</TABLE>

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<PAGE> 65

<TABLE>
<S> <C>
June 30, 1997 and $15,000,000
for each fiscal quarter
thereafter
</TABLE>

9.10 Minimum Consolidated Net Worth. The Borrower will not
permit its Consolidated Net Worth at any time during any quarter set forth
below to be less than the amount set forth below opposite such quarter:

<TABLE>
<CAPTION>
Fiscal Quarter Minimum
Ended Amount
-------------- -----------
<S> <C>
December 31, 1994 $(9,500,000)
March 31, 1995 $(8,725,000)
June 30, 1995 $(7,950,000)
September 30, 1995 $(7,175,000)
December 31, 1995 $(6,400,000)
March 31, 1996 $(5,100,000)
June 30, 1996 $(3,800,000)
September 30, 1996 $(2,500,000)
December 31, 1996 $(1,200,000)
March 31, 1997 $ 600,000
June 30, 1997 $ 2,400,000
September 30, 1997 $ 4,200,000
December 31, 1997 $ 6,000,000
March 31, 1998 $ 7,250,000
June 30, 1998 $ 8,500,000
September 30, 1998 $ 9,750,000
December 31, 1998 $11,000,000
March 31, 1999 $13,000,000
June 30, 1999 $15,000,000
September 30, 1999 $17,000,000
Final Maturity Date $18,500,000
</TABLE>

9.11 Interest Coverage Ratio. The Borrower will not permit
the ratio of its Consolidated EBITDA to its Consolidated Interest Expense for
any fiscal quarter or fiscal year (in the case of each fiscal quarter ending on
December 31) ending on a date set forth below to be less than the ratio set
forth opposite such date:

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<PAGE> 66

<TABLE>
<CAPTION>
Fiscal Quarter
Ended Ratio
-------------- ------
<S> <C>
December 31, 1994 3.25:1
March 31, 1995 3.35:1
June 30, 1995 3.45:1
September 30, 1995 3.55:1
December 31, 1995 3.65:1
March 31, 1996 and thereafter 4.00:1
</TABLE>

9.12 Consolidated Indebtedness to Consolidated EBITDA. The
Borrower will not permit the ratio of (i) Consolidated Indebtedness on the last
day of any fiscal quarter set forth below to (ii) Consolidated EBITDA for the
period of four consecutive fiscal quarters ending on the last day of such
fiscal quarter, taken as one accounting period, to be greater than the amount
set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
Fiscal Quarter
Ended Ratio
-------------- ------
<S> <C>
December 31, 1994 3.30:1
March 31, 1995 3.10:1
June 30, 1995 2.90:1
September 30, 1995 2.70:1
December 31, 1995 2.50:1
March 31, 1996 2.20:1
June 30, 1996 1.90:1
September 30, 1996 1.60:1
December, 31, 1996 1.30:1
March 31, 1997 and for each
fiscal quarter thereafter 1.00:1
</TABLE>

9.13 Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Partnership Agreements, Certificates of Limited
Partnership and Certain Other Agreements; etc. Each of the General Partner and
the Borrower will not, and the General Partner will not permit any of its
Subsidiaries to, (i) make (or give any notice in respect of) any voluntary or
optional payment or prepayment on or redemption (including pursuant to any
change of control provision) or acquisition for value of (including, without
limitation, by way of depositing with the trustee with respect thereto money or
securities before due for the purpose of paying when due), any Indebtedness
(other than Indebtedness pursuant to the Credit Documents), (ii) amend or
modify, or permit the amendment or modification of, any provision of any
Indebtedness (other than Indebtedness pursuant to the Credit Documents), (iii)
amend, modify or change (A) its Certificate of Limited Partnership

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<PAGE> 67

or Partnership Agreement, (B) any agreement entered into by it, with respect to
its equity interests, (iv) enter into any new agreement with respect to its
equity interests, (v) amend, modify or change, or enter into any new Management
Agreement or (vi) without the consent of the Agent, amend, modify or change, or
enter into any new Employee Benefit Plan or Employment Agreement.

9.14 Limitation on Certain Restrictions on Subsidiaries.
Each of the General Partner and the Borrower will not, and the General Partner
will not permit any of its Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Subsidiary of the Borrower to (a) make any
Distributions to the Borrower or any Subsidiary, or pay any Indebtedness owed
to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower
or any Subsidiary or (c) transfer any of its properties or assets to the
Borrower, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents and (iii) customary provisions restricting subletting or assignments
of any lease governing a leasehold interest of the Borrower or any Subsidiary.

9.15 Limitation on Issuance of Equity Interests. The
Borrower may issue additional common limited partnership interests (including
pursuant to an Approved Incentive Plan), provided, that any new limited partner
shall execute and deliver a Partner Assumption Agreement pursuant to which such
partnership interests are pledged pursuant to the Partner Pledge Agreement in
favor of the Collateral Agent for the benefit of the Secured Parties. The
Borrower may not issue additional general or preferred limited partnership
interests or any options or warrants to purchase, or instruments convertible
into any partnership or other equity interests, without the prior written
consent of the Agent and the Required Banks. The General Partner will not
permit any of its Subsidiaries (other than the Borrower) to issue any
partnership or other equity interests or any options or warrants to purchase,
or instruments convertible into, partnership or other equity interests, without
the prior written consent of the Agent and the Required Banks.

9.16 Business. (a) The Borrower shall engage in no business
and have no assets other than (x) owning 100% of the limited partnership
interests in each Subsidiary, (y) issuing the Subsidiary Notes and maintaining
the Concentration Account established pursuant to the Borrower Security
Agreement and (z) owning certain assets used by the Subsidiaries in the
Ordinary Course of Business.

(b) The General Partner shall engage in no business, incur no
Indebtedness and have no assets other than owning 100% of the general
partnership interests in the Borrower and its Subsidiaries and demand
promissory notes from partners in the Borrower.

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(c) The General Partner will not permit any of its
Subsidiaries, to engage (directly or indirectly) in any business other than
lines of business substantially similar or directly related to those in which
they were engaged on the Original Effective Date.

9.17 Limitation on Creation of Subsidiaries. Each of the
General Partner and the Borrower will not, and the General Partner will not
permit any of its Subsidiaries to, establish, create or acquire any new
Subsidiary without the prior written consent of the Agent.

Section 10. Events of Default. Upon the occurrence of any of
the following specified events (each an "Event of Default"):

10.01 Payments. The Borrower shall (i) default in the
payment when due of any principal of any Loan or any Note or (ii) default, and
such default shall continue unremedied for two or more Business Days, in the
payment when due of any interest on any Loan or Note or Unpaid Drawing, or any
Fees or any other amounts owing by it hereunder or thereunder; or

10.02 Representations, etc. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue
in any material respect on the date as of which made or deemed made; or

10.03 Covenants. Any Credit Party shall (i) default in the
due performance or observance by it of any term, covenant or agreement
contained in Section 8.01(g)(i), 8.08, 8.13, 8.14 or 9 or (ii) default in the
due performance or observance by it of any other term, covenant or agreement
(other than those set forth in Sections 10.01 and 10.02 and clause (i) of this
Section 10.03) contained in this Agreement and such default shall continue
unremedied for a period of 30 days after written notice to the Borrower by the
Agent or any Bank; or

10.04 Default Under Other Agreements. The General Partner or
the Borrower or any of its Subsidiaries shall (i) default in any payment of any
Indebtedness (other than the Indebtedness referred to in Section 10.01) beyond
the period of grace (not to exceed 10 days), if any, provided in the instrument
or agreement under which such Indebtedness was created, (ii) default in the
observance or performance of any agreement or condition relating to any
Indebtedness (other than the Indebtedness referred to in Section 10.01) 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 a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice is
required), any Indebtedness to become due prior to its stated

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maturity, or (iii) any Indebtedness (other than the Indebtedness referred to in
Section 10.01) of the General Partner or the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof, provided that it shall not be a Default or Event of Default
under this Section 10.04 unless the aggregate principal amount of all
Indebtedness as described in preceding clauses (i) through (iii) inclusive, is
at least $100,000; or

10.05 Bankruptcy, etc. The General Partner or the Borrower
or any of its Subsidiaries shall commence a voluntary case concerning itself
under Title 11 of the United States Code entitled "Bankruptcy," as now or
hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an
involuntary case is commenced against the General Partner or the Borrower or
any of its Subsidiaries and the petition is not controverted within 10 days, or
is not dismissed or discharged, within 60 days, after commencement of the case;
or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of the General Partner or
the Borrower or any of its Subsidiaries, or the General Partner or the Borrower
or any of its Subsidiaries commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the General Partner or the
Borrower or any of its Subsidiaries, or there is commenced against the General
Partner or the Borrower or any of its Subsidiaries any such proceeding which
remains undismissed or undischarged for a period of 60 days, or the General
Partner or the Borrower or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the General Partner or the Borrower or any of its
Subsidiaries suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or the General Partner or the Borrower or any of its
Subsidiaries makes a general assignment for the benefit of creditors; or any
corporate or partnership action is taken by the General Partner or the Borrower
or any of its Subsidiaries for the purpose of effecting any of the foregoing;
or

10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof or a waiver of such
standard or extension of any amortization period is sought or granted under
Section 412 of the Code, any Plan shall have had or is likely to have a trustee
appointed to administrate such Plan any Plan is, shall have been or is likely
to be terminated or the subject of termination proceedings under ERISA, any
Plan shall have an Unfunded Current Liability, a contribution required to be
made to a Plan has not been timely made; the General Partner, the Borrower, or
any Subsidiary of the Borrower or any ERISA Affiliate has incurred or is likely
to incur a liability to or on account of a Plan under Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
401(a)(29), 4971, 4975 or 4980 of the Code, or the General Partner, the
Borrower or any Subsidiary of the

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Borrower has incurred or is likely to incur liabilities pursuant to one or more
employee welfare benefit plans (as defined in Section 3(l) of ERISA) that
provide benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or employee pension benefit plans (as defined
in Section 3(2) of ERISA); (b) there shall result from any such event or events
the imposition of a lien, the granting of a security interest, or a liability
or a material risk of incurring a liability; (c) which lien, security interest
or liability, in the opinion of the Required Banks, will have a material
adverse effect upon the performance, business, assets, condition (financial or
otherwise), properties, operations or prospects of the Borrower and its
Subsidiaries taken as a whole; or

10.07 Security Documents. At any time after the execution
and delivery thereof, any of the Security Documents shall cease to be in full
force and effect or shall cease to give the Collateral Agent for the benefit of
the Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral), in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons (except as permitted
by Section 7.11), and subject to no other Liens (except as permitted by Section
7.11), or any Credit Party shall default in the due performance or observance
of any term, covenant or agreement on its part to be performed or observed
pursuant to any of the Security Documents and such default shall continue
beyond any grace period specifically applicable thereto pursuant to the terms
of such Security Document; or

10.08 Subsidiaries Guaranty. At any time after the execution
and delivery thereof, the Subsidiaries Guaranty or any provision thereof shall
cease to be in full force or effect as to any Subsidiary Guarantor, or any
Subsidiary Guarantor or any Person acting by or on behalf of any Subsidiary
Guarantor shall deny or disaffirm such Subsidiary Guarantor's obligations under
the Subsidiaries Guaranty, or any Subsidiary Guarantor shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to the Subsidiaries Guaranty; or

10.09 Judgments. One or more judgments or decrees shall be
entered against the General Partner or the Borrower or any of its Subsidiaries
involving in the aggregate for the Borrower and its Subsidiaries a liability
(not paid or fully covered by a reputable insurance company which has accepted
full liability in writing) and such judgments or decrees either shall be final
and non-appealable or shall not be vacated, discharged or stayed or bonded
pending appeal for any period of 30 consecutive days, and the aggregate amount
of all such judgments exceeds $100,000; or

10.10 Ownership. There shall be a Change of Control;

then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, the Agent, upon the written request of the
Required Banks, shall by written

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notice to the Borrower, take any or all of the following actions, without
prejudice to the rights of the Agent, any Bank or the holder of any Note to
enforce its claims against the Borrower (provided that, if an Event of Default
specified in Section 10.05 shall occur with respect to the Borrower, the result
which would occur upon the giving of written notice by the Agent to the
Borrower as specified in clauses (i) and (ii) below shall occur automatically
without the giving of any such notice): (i) declare the Total Commitment
terminated, whereupon all Commitments of each Bank shall forthwith terminate
immediately and any Commitment Commission and other Fees shall forthwith become
due and payable without any other notice of any kind; (ii) declare the
principal of and any accrued interest in respect of all Loans and the Notes and
all Obligations owing hereunder and thereunder to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by each Credit Party; (iii)
terminate any Letter of Credit which may be terminated in accordance with its
terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon
receipt of such notice, or upon the occurrence of an Event of Default specified
in Section 10.05 with respect to the Borrower it will pay) to the Collateral
Agent at the Payment Office such additional amount of cash, to be held as
security by the Collateral Agent, as is equal to the aggregate Stated Amount of
all Letters of Credit issued for the account of the Borrower and then
outstanding; and (v) enforce, as Collateral Agent, all of the Liens and
security interests created pursuant to the Security Documents.

Section 11. Definitions And Accounting Terms.

11.01 Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

"Adjusted Consolidated Net Income" for any period shall mean
Consolidated Net Income for such period plus the sum of the amount of all net
non-cash charges (including, without limitation, depreciation, amortization,
deferred tax expense, non-cash interest expense and other non-cash charges)
included in arriving at Consolidated Net Income for such period less the sum of
the amount of all net non-cash gains or losses (exclusive of items reflected in
Adjusted Working Capital) included in arriving at Consolidated Net Income for
such period.

"Adjusted Working Capital" shall mean Consolidated Current
Assets (excluding cash and Cash Equivalents) minus Consolidated Current
Liabilities.

"Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including but not limited to all
directors and officers of such Person), controlled by, or under direct or
indirect common control with, such Person;

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provided, however, that for purposes of Section 9.07, an Affiliate of the
Borrower shall include any Person that directly or indirectly owns more than 5%
of any class of the capital stock or partnership interest of the Borrower and
for all purposes of this Agreement, neither the Agent, the Collateral Agent or
any Bank shall be considered an Affiliate of the Borrower or any of its
Subsidiaries. A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise.

"Agent" shall mean Banque Paribas in its capacity as Agent for
the Banks hereunder, and shall include any successor to the Agent appointed
pursuant to Section 12.09.

"Agreement" shall mean this Credit Agreement, as modified,
supplemented or amended from time to time.

"Applicable Margin" shall mean (x) in the case of Base Rate
Loans, 2-1/2% and (y) in the case of Eurodollar Loans, 4%.

"Approved Incentive Plan" shall mean a plan or agreement
adopted by the Borrower and approved by the Agent providing for the issuance of
equity in the Borrower to management employees or directors of the Borrower.

"Bank" shall mean each financial institution listed on
Schedule I, as well as any institution which becomes a "Bank" hereunder
pursuant to Section 13.04.

"Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.04(c) or (ii) a Bank
having notified in writing the Borrower and/or the Agent that it does not
intend to comply with its obligations under Section 1.01(a) or 1.01(b) or
Section 2, in either case as a result of any takeover of such Bank by any
regulatory authority or agency.

"Bankruptcy Code" shall have the meaning provided in Section
10.05.

"Banque Paribas" shall mean Banque Paribas, a French banking
organization acting through its New York Branch.

"Base Rate" shall mean the higher of (i) 1/2 of 1% in excess
of the Federal Funds Rate and (ii) the Prime Lending Rate.

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"Base Rate Loan" shall mean any Loan designated or deemed
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

"Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

"Borrower Acknowledgement" shall have the meaning set forth in
Section 5.06(b).

"Borrower Partnership Pledge Agreement" shall mean the
Partnership Pledge and Security Agreement dated as of November 5, 1993, made by
the Borrower in favor of the Collateral Agent, as such agreement may be
amended, modified or supplemented from time to time, including, without
limitation, as modified by the Borrower Acknowledgement.

"Borrower Pledge Agreement" shall mean the Borrower Pledge
Agreement dated as of November 5, 1993, made by the Borrower in favor of the
Collateral Agent, as such agreement may be amended, modified or supplemented
from time to time, including, without limitation, as modified by the Borrower
Acknowledgement.

"Borrower Pledge Agreements" shall mean collectively, or
individually as the context may require, the Borrower Pledge Agreement and the
Borrower Partnership Pledge Agreement.

"Borrower Security Agreement" shall mean the Borrower Security
Agreement dated as of November 5, 1993, made by the Borrower in favor of the
Collateral Agent, as such agreement may be amended, modified or supplemented
from time to time, including, without limitation, as modified by the Borrower
Acknowledgement.

"Borrowing" shall mean the borrowing of one Type of Loan of a
single Tranche from all the Banks having Commitments with respect to such
Tranche on a pro rata basis on a given date (or resulting from a conversion or
conversions on such date) having in the case of Eurodollar Loans the same
Interest Period; provided that Base Rate Loans incurred pursuant to Section
1.10(b) shall be considered part of the related Borrowing of Eurodollar Loans.

"Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day
which is a Business Day described in clause (i) above and which is also a day
for trading by and between banks in the New York interbank Eurodollar market.

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"Capital Expenditures" shall have the meaning provided in
Section 9.08.

"Capital Lease" as applied to any Person, shall mean any lease
of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with generally accepted accounting principles, is
accounted for as a capital lease on the balance sheet of that Person.

"Capitalized Lease Obligations" of any Person shall mean all
rental obligations which, under generally accepted accounting principles, are
or will be required to be capitalized on the books of such Person, in each case
taken at the amount thereof accounted for as Indebtedness in accordance with
such principles.

"Cash Equivalents" shall mean, as to any Person, (i)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (ii) time
deposits and certificates of deposit of any commercial bank having, or which is
the principal banking subsidiary of a bank holding company having, a long-term
unsecured debt rating of at least "A" or the equivalent thereof from Standard &
Poor's Corporation or "A2" or the equivalent thereof from Moody's Investors
Service, Inc. with maturities of not more than six months from the date of
acquisition by such Person, (iii) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clause
(i) above entered into with any bank meeting the qualifications specified in
clause (ii) above, (iv) commercial paper issued by any Person incorporated in
the United States 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 not more than six months
after the date of acquisition by such Person and (v) investments in money
market funds substantially all of whose assets are comprised of securities of
the types described in clauses (i) through (iv) above.

"CERCLA" shall mean the Comprehensive Environmental Response
Compensation of Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. Section 9601 et seq.

"Change of Control" means the occurrence of one or more of the
following: (i) any Person, entity or "group" (within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act) (x) shall have acquired
beneficial ownership of 30% or more of any outstanding class of partnership
interests of the Borrower, or of capital stock of the General Partner, having
ordinary voting power in the management of the Borrower or the General Partner,
as the case may be, or (y) shall obtain the power (whether or not exercised) to
control the management of the Borrower or the General Partner, (ii) the
Management Investors, William J. Mullis, Charles S. Craig, David Sarda, members
of their

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families and trusts for the exclusive benefit of their family members shall
cease to have beneficial ownership of 51% or more of all outstanding
partnership interests of the Borrower or of 51% or more of all outstanding
capital stock of the General Partner, (iii) Charles S. Craig, his family
members and trusts for the exclusive benefit of his family members (including
such family members and trusts that acquire partnership interests in the
Borrower through distributions from the estate of Charles S. Craig) shall cease
to have beneficial ownership of 25% or more of all outstanding partnership
interests of the Borrower, (iv) the General Partner shall fail to own 100% of
the general partnership interest in the Borrower or any Subsidiary of the
Borrower or (v) the Borrower shall fail to own 100% of the limited partnership
interests in any of its Subsidiaries.

"Claims" shall have the meaning provided in the definition of
"Environmental Claims."

"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and the rulings
issued thereunder. Section references to the Code are to the Code, as in
effect at the date of this Agreement, and to any subsequent provision of the
Code, amendatory thereof, supplemental thereto or substituted therefor.

"Collateral" shall mean all property (whether real or
personal) with respect to which any security interests have been granted (or
purport to be granted) pursuant to any Security Document, including, without
limitation, all Pledge Agreement Collateral, all Security Agreement Collateral
and all cash and Cash Equivalents held pursuant to any Concentration Account
Consent Letter.

"Collateral Agent" shall mean the Agent acting as collateral
agent for the Secured Creditors pursuant to the Security Documents.

"Collective Bargaining Agreements" shall have the meaning
provided in Section 5.05.

"Commitment" shall mean, with respect to each Bank, such
Bank's Term Loan Commitment or Revolving Commitment, if any.

"Commitment Commission" shall have the meaning provided in
Section 3.01(a).

"Concentration Accounts" shall mean each of the Concentration
Accounts established pursuant to the Security Agreements.

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"Concentration Account Consent Letters" shall mean the
Concentration Account Consent Letters required to be delivered to the
Collateral Agent pursuant to the Security Agreements.

"Consolidated Current Assets" shall mean the consolidated
current assets of the Borrower and its Subsidiaries.

"Consolidated Current Liabilities" shall mean the consolidated
current liabilities of the Borrower and its Subsidiaries, but excluding the
current portion of any long-term Indebtedness which would otherwise be included
therein.

"Consolidated EBITDA" for any period shall mean Consolidated
EBITA plus depreciation that was deducted in arriving at Consolidated Net
Income for such period.

"Consolidated Indebtedness" shall mean at any time all
Indebtedness of the Borrower and its Subsidiaries determined on a consolidated
basis.

"Consolidated Net Income" shall mean, for any period, net
income of the Borrower and its Subsidiaries for such period determined on a
consolidated basis (after provision for taxes); provided, however, the net
income of any Subsidiary of the Borrower, which is not a Wholly-Owned
Subsidiary and for which the investment of the Borrower therein is accounted
for by the equity method of accounting, shall have its net income included in
the Consolidated Net Income of the Borrower and its Subsidiaries only to the

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extent of the amount of cash dividends or Distributions paid by such Subsidiary
to the Borrower.

"Consolidated Net Worth" shall mean the net worth of the
Borrower and its Subsidiaries determined on a consolidated basis.

"Contingent Obligation" shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) 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 obligation of the ability of the primary
obligor to make payment of such primary obligation or (iv) otherwise to assure
or hold harmless the holder of such primary obligation against loss in respect
thereof; provided, however, that the term Contingent Obligation should not
include endorsements of instruments for deposit or collection in the Ordinary
Course of Business. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

"Craig Capital" shall mean, collectively, Craig Capital
Corporation, a Delaware corporation, its employees, directors and shareholders.

"Credit Documents" shall mean this Agreement, each Note, each
Notice of Borrowing, each Notice of Conversion, each Letter of Credit, each
Letter of Credit Request, the Borrower Acknowledgment, the Partner
Acknowledgement, the Subsidiary Acknowledgement, the Subsidiaries Guaranty, the
Partner Assumption Agreement, the Subsidiaries Assumption Agreement, each
Security Document and each power of attorney of any partner of the Borrower
utilized in connection with the execution of any other Credit Document.

"Credit Event" shall mean (x) the occurrence of the
Restatement Effective Date and (y) the making of any Loan or the issuance of
any Letter of Credit.

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"Credit Party" shall mean the General Partner, the Borrower,
each Subsidiary of the Borrower and each other Person party to any Credit
Document, including, without limitation, all partners of the Borrower party to
any Credit Document as a pledgor.

"Debt Agreements" shall have the meaning provided in Section
5.05.

"Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

"Defaulting Bank" shall mean any Bank as to which a Bank
Default then exists.

"Distribution" shall mean any distribution in respect of any
equity interest in the General Partner or the Borrower or any Subsidiary of the
Borrower and any payments on account of any purchase, redemption, retirement or
other acquisition of any such interest of the Borrower or such Subsidiary of
the Borrower, or any warrants or options therefor, whether in cash or in
property or in obligations or security or any other payment by the General
Partner or the Borrower or any Subsidiary of the Borrower to any holder of such
interest or any Affiliate thereof in substance and effect similar to any of the
foregoing.

"Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

"Drawing" shall have the meaning provided in Section 2.05(b).

"Eligible Transferee" shall mean and include a commercial
bank, financial institution, other "accredited investor" (as defined in
Regulation D of the Securities Act) or a "qualified institutional buyer" as
defined in Rule 144A of the Securities Act.

"Employee Benefit Plans" shall have the meaning provided in
Section 5.05.

"Employment Agreements" shall have the meaning provided in
Section 5.05.

"Environmental Claims" means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations (other than internal
reports prepared by the Borrower or any of its Subsidiaries solely in the
ordinary course of such Person's business and not in response to any third
party action or request of any kind) or proceedings relating in any way to any
Environmental Law or any permit issued, or any approval given, under any such
Environmental Law (hereafter, "Claims"), including, without limitation, (a) any
and all Claims by governmental or regulatory authorities for enforcement,
cleanup, removal,

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response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from alleged
injury or threat of injury to health, safety or the environment.

"Environmental Law" means any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code, guide, policy
and rule of common law now or hereafter in effect and in each case as amended,
and any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, as amended,
33 U.S.C. Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.
Section 7401 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the
Safe Drinking Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution Act
of 1990, 33 U.S.C. Section 2701 et seq. and any applicable state and local or
foreign counterparts or equivalents.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the date of this Agreement, and to any subsequent provisions of
ERISA, amendatory thereof, supplemental thereto or substituted therefor.

"ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with the Borrower or any Subsidiary of
the Borrower would be deemed to be a "single employer" (i) within the meaning
of Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the
Borrower or a Subsidiary of the Borrower being or having been a general partner
of such person.

"Eurodollar Loan" shall mean each Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.

"Event of Default" shall have the meaning provided in Section
10.

"Excess Cash Flow" shall mean, for any period, the remainder
of (i) the sum of (a) Adjusted Consolidated Net Income for such period and (b)
the decrease, if any, in Adjusted Working Capital from the first day to the
last day of such period, minus (ii) the sum of (a) the amount of cash Capital
Expenditures (to the extent not financed with Indebtedness but not in excess of
the amounts permitted pursuant to Section 9.05) made by the Borrower and its
Subsidiaries on a consolidated basis during such period, (b) the amount of
permanent principal payments of Indebtedness for borrowed money of the Borrower
and its Subsidiaries (other than repayments of Loans, provided that repayments

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of Loans shall be deducted in determining Excess Cash Flow if such repayments
were applied to Scheduled Repayments required to be made during such period or
were made as a voluntary prepayment with internally generated funds (but in the
case of a voluntary prepayment of Revolving Loans, only to the extent
accompanied by a voluntary reduction to the Total Revolving Loan Commitment)
during such period, (c) the increase, if any, in Adjusted Working Capital from
the first day to the last day of such period, (d) the aggregate amount of
Distributions paid during such period pursuant to Section 9.03(ii) (but in no
case in an amount in excess of the amount permitted to be paid pursuant to said
Section) and (e) without duplication, accrued insurance premiums and health
insurance reserves.

"Facing Fee" shall have the meaning provided in Section 3.01(b)

"Federal Funds Rate" shall mean for any period, a fluctuating
interest rate equal for each day during such period 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 Federal Funds brokers of
recognized standing selected by the Agent.

"Fees" shall mean all amounts payable pursuant to or referred
to in Section 3.01.

"Final Maturity Date" shall mean the date occurring on the
fifth anniversary of the Restatement Effective Date.

"Florida Payroll Leasing" shall mean Florida Payroll Leasing
and Services, L.P., a Delaware limited partnership.

"General Partner" shall have the meaning provided in the first
paragraph of this Agreement.

"Hazardous Materials" means (a) ethylene oxide, any petroleum
or petroleum products, radioactive materials, asbestos in any form that is or
could become friable, urea formaldehyde foam insulation, transformers or other
equipment that contain, dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; (b) any chemicals, materials or substances defined as
or included in the definition of "hazardous substances," "hazardous waste,"
"hazardous materials," "extremely hazardous waste," "restricted hazardous
waste," "toxic substances," "toxic pollutants," "contaminants," or
"pollutants," or words of similar import, under any applicable Environmental
Law; and

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(c) any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any governmental authority.

"Indebtedness" shall mean, as to any Person, without
duplication, (i) all indebtedness (including principal, interest, fees and
charges) of such Person for borrowed money or for the deferred purchase price
of property or services, (ii) the maximum amount available to be drawn under
all letters of credit issued for the account of such Person and all unpaid
drawings in respect of such letters of credit, (iii) all Indebtedness of the
types described in clause (i), (ii), (iv), (v) or (vi) secured by any Lien on
any property owned by such Person, whether or not such Indebtedness has been
assumed by such Person, (iv) all Capitalized Lease Obligations or obligations
under interest rate protection or other hedging agreements, (v) all obligations
of such person to pay a specified purchase price for goods or services, whether
or not delivered or accepted, i.e., take-or-pay and similar obligations, and
(vi) all Contingent Obligations of such Person, but shall not include accrued
expenses and current trade accounts payable by the Borrower and its
Subsidiaries incurred in the Ordinary Course of Business of the Borrower and
its Subsidiaries.

"Intellectual Property" shall have the meaning provided in
Section 7.20.

"Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

"Interest Period" shall have the meaning provided in Section
1.09.

"Issuing Bank" shall mean Banque Paribas.

"L/C Supportable Indebtedness" shall mean obligations of the
Borrower and its Subsidiaries as are acceptable to the Issuing Bank and
otherwise permitted to exist pursuant to the terms of this Agreement.

"Leaseholds" of any Person means all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

"Letter of Credit" shall have the meaning provided in Section
2.01(a).

"Letter of Credit Fee" shall have the meaning provided in
Section 3.01(c).

"Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and
(ii) the amount of all Unpaid Drawings.

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"Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

"Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the UCC or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

"Loan" shall mean each Term Loan and each Revolving Loan.

"Management Agreements" shall have the meaning provided in
Section 5.05.

"Management Investors" shall mean Steven Cooley, William
Moore, C. Everett Southwick, David A. Varnadore, Jules Kortenhorst, and Henry
D. Le Tourneau, Jr.

"Margin Stock" shall have the meaning provided in Regulation
U.

"Material Contracts" shall have the meaning provided in
Section 7.21.

"Minimum Borrowing Amount" shall mean (i) for Base Rate Loans,
$100,000 and (ii) for Eurodollar Loans, $500,000.

"MIS Acquisition" shall mean an acquisition (including through
the incurrence of Capitalized Lease Obligations) of computer and management
information hardware and software in the Ordinary Course of Business to update,
modify and replace the existing computer and management information systems of
the Borrower and its Subsidiaries, provided that the aggregate amount expended
for all such acquisitions (including the principal amount of all Indebtedness
incurred in connection therewith) shall not exceed $3,000,000.

"MIS Indebtedness" shall mean Indebtedness of the Borrower or
any of its Subsidiaries incurred in connection with an MIS Acquisition.

"Net Sale Proceeds" shall mean for any sale of assets, the
gross cash proceeds (including any cash received by way of deferred payment
pursuant to a promissory note, receivable or otherwise, but only as and when
received) received from any sale of assets, net of reasonable transaction
costs, the amount of such gross cash proceeds required to be used to repay any
Indebtedness which is secured by the respective assets which were sold, and the
estimated marginal increase in income taxes which will be payable by the

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partners (for tax purposes) in the Borrower pursuant to Section 4.4(b) of the
Partnership Agreement in respect of the Borrower as a result of such sale.

"Non-Defaulting Bank" shall mean and include each Bank other
than a Defaulting Bank.

"Note" shall mean each Term Note and each Revolving Note.

"Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

"Notice of Conversion" shall have the meaning provided in
Section 1.06.

"Notice Office" shall mean the office of the Agent located at
787 Seventh Avenue, New York, New York 10019, Attention: Staff Leasing Account
Officer, or such other office as the Agent may hereafter designate in writing
as such to the other parties hereto.

"Obligations" shall mean all amounts owing to the Agent, the
Collateral Agent or any Bank pursuant to the terms of this Agreement or any
other Credit Document.

"Ordinary Course of Business" shall mean any commercial
transaction that is normal and incidental as a matter of custom for the
Borrower or its Subsidiaries in connection with the transaction of business in
the employee leasing industry in the United States, conducted in such manner as
historically practiced by the Borrower on the Restatement Effective Date.

"Original Bank" shall mean each Person which was a Bank under,
and as defined in, the Original Credit Agreement immediately prior to the
Restatement Effective Date.

"Original Credit Agreement" shall have the meaning provided in
the first WHEREAS clause of this Agreement.

"Original Effective Date" shall mean the Effective Date under,
and as defined in, the Original Credit Agreement.

"Original Loans" shall mean the Original Term Loans and the
Original Revolving Loans.

"Original Revolving Loans" shall mean each Revolving Loan made
under, and as defined in, the Original Credit Agreement.

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"Original Security Documents" shall mean each Security
Document executed pursuant to, and as defined in, the Original Credit
Agreement.

"Original Term Loans" shall mean each Term Loan made under,
and as defined in, the Original Credit Agreement.

"Participant" shall have the meaning provided in Section
2.04(a).

"Partner Acknowledgement" shall have the meaning provided in
Section 5.06(c).

"Partner Assumption Agreement" shall have the meaning provided
in Section 5.10(b).

"Partner Pledge Agreement" shall mean the Partnership Pledge
and Security Agreement, dated as of November 5, 1994, made by the General
Partner and the limited partners party thereto in favor of the Collateral
Agent, as such agreement may be amended, modified or supplemented from time to
time, including, without limitation, as modified by the Partner
Acknowledgement.

"Partnership Agreements" shall have the meaning set forth in
Section 4.05.

"Payment Office" shall mean the office of the Agent located at
787 Seventh Avenue, New York, New York 10019, Attention: Gary A. Binning, or
such other office as the Agent may hereafter designate in writing as such to
the other parties hereto.

"PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

"Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Bank at such time and the denominator of which is the Total
Revolving Loan Commitment at such time; provided that if the Percentage of any
Bank is to be determined after the Total Revolving Loan Commitment has been
terminated, then the Percentages of the Banks shall be determined immediately
prior (and without giving effect) to such termination.

"Permitted Liens" shall have the meaning provided in Section
9.01.

"Person" shall mean any individual, partnership, joint
venture, firm, corporation, association, trust or other enterprise or any
government or political subdivision or any agency, department or
instrumentality thereof.

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"Plan" shall mean any multiemployer or single-employer plan,
as defined in Section 4001 of ERISA, which is subject to Title IV of ERISA and
maintained or contributed to by (or to which there is an obligation to
contribute of) the General Partner, the Borrower, any Subsidiary of the
Borrower or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which such plan was maintained or
contributed to by (or to which there was an obligation to contribute of) the
General Partner, the Borrower, any Subsidiary of the Borrower or an ERISA
Affiliate.

"Pledge Agreement Collateral" shall mean all "Collateral" as
defined in each of the Pledge Agreements.

"Pledge Agreements" shall mean the Partner Pledge Agreement
and the Borrower Pledge Agreements.

"Pledged Securities" shall have the meaning provided in the
Borrower Pledge Agreement.

"Prime Lending Rate" shall mean the rate which The Chase
Manhattan Bank, N.A. announces from time to time as its prime lending rate, the
Prime Lending Rate to change when and as such prime lending rate changes.

"Projections" shall have the meaning provided in Section 7.05.

"Quarterly Payment Date" shall mean the last Business Day of
each of March, June, September and December.

"Quoted Rate" shall mean (a) the offered quotation to
first-class banks in the New York interbank Eurodollar market by the Agent for
U.S. dollar deposits of amounts in immediately available funds comparable to
the outstanding principal amount of the Eurodollar Loan of the Agent for which
an interest rate is then being determined with maturities comparable to the
Interest Period applicable to such Eurodollar Loan determined as of 10:00 A.M.
(New York time) on the date which is two Business Days prior to the
commencement of such Interest Period, divided (and rounded upward to the next
whole multiple of 1/16 of 1%) by (b) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency
funding or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D).

"RCRA" shall mean the Resource Conservation and Recovery Act,
as the same may be amended from time to time, 42 U.S.C. Section 6901 et seq.

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"Real Property" of any Person shall mean all the right, title
and interest of such Person in and to land, improvements and fixtures,
including Leaseholds.

"Regulations D, G, T, U and X" shall mean Regulations D, G, T,
U and X, respectively, of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.

"Release" means disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.

"Replaced Bank" shall have the meaning provided in Section
1.12.

"Replacement Bank" shall have the meaning provided in Section
1.12.

"Reportable Event" shall mean an event described in Section
4043(b) of ERISA with respect to a Plan other than those events as to which the
30-day notice period is waived under subsection .13, .14, .16, .18, .19 or .20
of PBGC Regulation Section 2615.

"Refinancing Transaction" shall mean (i) the payment of a
Distribution in respect of common equity interests in the Borrower, (ii) the
repurchase of a warrant to acquire 7.5% of the common equity interests in the
Borrower (after giving effect to the payment pursuant to clause (i)) and (iii)
the redemption of all outstanding preferred equity interests in the Borrower
and the payment of all accumulated and unpaid Distributions thereon) with the
aggregate payment with respect to clauses (i), (ii) and (iii) not to exceed
$20,000,000.

"Required Banks" shall mean Non-Defaulting Banks the sum of
whose outstanding Term Loans, Term Loan Commitments (to the extent not
theretofore terminated), Revolving Loan Commitments (or after the termination
thereof, the sum of outstanding Revolving Loans and Letter of Credit
Outstandings) represent an amount greater than 50% of the sum of all
outstanding Term Loans made by Non-Defaulting Banks, the then Total Term Loan
Commitments (to the extent not theretofore terminated) of Non-Defaulting Banks
and the Total Revolving Loan Commitment (or after the termination thereof, the
sum of the then total outstanding Revolving Loans and Letter of Credit
Outstandings of Non-Defaulting Banks).

"Restatement Effective Date" shall have the meaning provided
in Section 13.10.

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"Returns" shall have the meaning provided in Section 7.09.

"Revolving Loans" shall have the meaning provided in Section
1.01(b).

"Revolving Loan Commitment" shall mean, for each Bank, the
amount set forth opposite such Bank's name in Schedule I hereto directly below
the column entitled "Revolving Loan Commitment," as same may be (x) reduced
from time to time pursuant to Sections 3.02, 3.03 and/or 10 or (y) adjusted
from time to time as a result of assignments to or from such Bank pursuant to
Section 1.12 and/or 13.04.

"Revolving Note" shall have the meaning provided in Section
1.05(a).

"Scheduled Repayment" shall have the meaning provided in
Section 4.02(A)(b).

"Scheduled Repayment Date" shall have the meaning provided in
Section 4.02(A)(b).

"Secured Creditors" shall have the meaning provided in the
Security Documents.

"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

"Securities Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Security Agreement Collateral" shall mean all "Collateral" as
defined in each of the Security Agreements.

"Security Agreements" shall mean the Borrower Security
Agreement and the Subsidiaries Security Agreement.

"Security Documents" shall mean each Pledge Agreement, each
Security Agreement and each Concentration Account Consent Letter.

"Staff Leasing" shall mean Staff Leasing, L.P., a Delaware
limited partnership.

"Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder at such time (in each
case determined without regard to whether any conditions to drawing could then
be met).

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"Subsidiaries Guaranty" shall mean the Subsidiaries Guaranty,
dated as of November 5, 1993, made by each Subsidiary Guarantor, as such
agreement may be amended, modified or supplemented from time to time, including
without limitation, as modified by the Subsidiaries Acknowledgement.

"Subsidiaries Security Agreement" shall mean the Subsidiaries
Security Agreement made by the Subsidiaries of the Borrower party thereto in
favor of the Collateral Agent, as such agreement may be amended, modified or
supplemented from time to time, including without limitation, as modified by
the Subsidiaries Acknowledgement.

"Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person and/or
one or more Subsidiaries of such Person and (ii) any partnership, association,
joint venture or other entity in which such Person and/or one or more
Subsidiaries of such Person has more than a 50% equity interest at the time or
50% of the general partnership or similar interest. Unless otherwise expressly
provided herein all references to the term "Subsidiary" shall mean a Subsidiary
of the Borrower.

"Subsidiary Acknowledgement" shall have the meaning provided
in Section 5.06(a).

"Subsidiary Assumption Agreement" shall have the meaning
provided in Section 5.10(a).

"Subsidiary Guarantor" shall mean each Subsidiary of the
Borrower.

"Subsidiary Notes" shall mean the promissory notes of the
Borrower issued in favor of any Subsidiary of the Borrower that is not a
Subsidiary Assignor in the form approved by the Agent prior to the Original
Effective Date with such amendments as the Agent may request as of the
Restatement Effective Date to give effect to the amendment and restatement of
the Original Credit Agreement.

"Taxes" shall have the meaning provided in Section 4.04(a).

"Term Loans" shall have the meaning provided in Section
1.01(a).

"Term Loan Commitment" shall mean, for each Bank, the amount
set forth opposite such Bank's name in Schedule I hereto directly below the
column entitled "Term Loan Commitment", as same may be (x) reduced from time to
time pursuant to Section

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3.03 and/or 10 or (y) adjusted from time to time as a result of assignments to
or from such Bank pursuant to Sections 1.12 and/or 13.04.

"Term Note" shall have the meaning provided in Section
1.05(a).

"Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Banks.

"Total Employee Leasing" shall mean Total Employee Leasing
Services, L.P., a Delaware limited partnership.

"Total Revolving Loan Commitment" shall mean, at any time, the
sum of the Revolving Loan Commitments of each of the Banks.

"Total Term Loan Commitment" shall mean, at any time, the sum
of the Term Loan Commitments of each of the Banks.

"Total Unutilized Revolving Loan Commitment" shall mean, at
any time, an amount equal to the remainder of (x) the then Total Revolving Loan
Commitment, less (y) the aggregate principal amount of Revolving Loans then
outstanding plus the then aggregate amount of Letter of Credit Outstandings.

"Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being two separate Tranches,
i.e., whether Term Loans or Revolving Loans.

"Type" shall mean the type of Loan determined with regard to
the interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

"UCC" shall mean the Uniform Commercial Code as from time to
time in effect in the relevant jurisdiction.

"Unfunded Current Liability" of any Plan means the amount, if
any, by which the actuarial present value of the accumulated plan benefits
under the Plan as of the close of its most recent plan year, determined in
accordance with Statement of Financial Accounting Standards No. 35 and based
upon the actuarial assumptions used by the Plan's actuary in the most recent
annual valuation of the Plan, exceeds the fair market value of the assets
allocable thereto, determined in accordance with Section 412 of the Code.

"United States" and "U.S." shall each mean the United States
of America.

"Unpaid Drawing" shall have the meaning provided in Section
2.05(a).

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"Unutilized Revolving Loan Commitment" for any Bank, at any
time, shall mean the Revolving Loan Commitment of such Bank at such time less
the aggregate principal amount of Revolving Loans made by such Bank and then
outstanding and such Bank's Percentage of the Letter of Credit Outstandings.

"Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other entity in which such Person
and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity
interest at such time.

Section 12. The Agent.

12.01 Appointment. The Banks hereby designate Banque Paribas
as Agent (for purposes of this Section 12, the term "Agent" shall include
Banque Paribas in its capacity as Collateral Agent pursuant to the Security
Documents) to act as specified herein and in the other Credit Documents. Each
Bank hereby irrevocably authorizes, and each holder of any Note by the
acceptance of such Note shall be deemed irrevocably to authorize, the Agent to
take such action on its behalf under the provisions of this Agreement, the
other Credit Documents and any other instruments and agreements referred to
herein or therein and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Agent may perform any of its duties hereunder by or
through its officers, directors, agents or employees.

12.02 Nature of Duties. The Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement and the
Security Documents. Neither the Agent nor any of its officers, directors,
agents or employees shall be liable for any action taken or omitted by it or
them hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful
misconduct. The duties of the Agent shall be mechanical and administrative in
nature; the Agent shall not have by reason of this Agreement or any other
Credit Document a fiduciary relationship in respect of any Bank or the holder
of any Note; and nothing in this Agreement or any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
the Agent any obligations in respect of this Agreement or any other Credit
Document except as expressly set forth herein.

12.03 Lack of Reliance on the Agent. Independently and
without reliance upon the Agent, each Bank and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial

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condition and affairs of the General Partner and the Borrower and their
respective Subsidiaries in connection with the making and the continuance of
the Loans and the participation in Letters of Credit and the taking or not
taking of any action in connection herewith and (ii) its own appraisal of the
creditworthiness of the General Partner and the Borrower and their respective
Subsidiaries and, except as expressly provided in this Agreement, the Agent
shall have no duty or responsibility, either initially or on a continuing
basis, to provide any Bank or the holder of any Note with any credit or other
information with respect thereto, whether coming into its possession before the
making of the Loans, the participation in the Letters of Credit or at any time
or times thereafter. The Agent shall not be responsible to any Bank or the
holder of any Note for any recitals, statements, information, representations
or warranties herein or in any document, certificate or other writing delivered
in connection herewith or for the execution, effectiveness, genuineness,
validity, enforceability, perfection, priority or sufficiency of this Agreement
or any other Credit Document or the financial condition of the General Partner
and the Borrower or their respective Subsidiaries or be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of the General Partner and the Borrower or its Subsidiaries
or the existence or possible existence of any Default or Event of Default.

12.04 Certain Rights of the Agent. If the Agent shall
request instructions from the Required Banks with respect to any act or action
(including failure to act) in connection with this Agreement or any other
Credit Document, the Agent shall be entitled to refrain from such act or taking
such action unless and until the Agent shall have received instructions from
the Required Banks; and the Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Bank or the holder
of any Note shall have any right of action whatsoever against the Agent as a
result of the Agent acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Required
Banks.

12.05 Reliance. The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or facsimile message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that the Agent believed to be the proper Person, and,
with respect to all legal matters pertaining to this Agreement and any other
Credit Document and its duties hereunder and thereunder, upon advice of counsel
(which may be counsel for the Borrower) selected by it.

12.06 Indemnification. To the extent the Agent is not
reimbursed and indemnified by the Borrower, the Banks will reimburse and
indemnify the Agent, in proportion to their respective "percentages" as used in
determining the Required Banks, for and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions,

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judgments, suits, costs, expenses or disbursements of whatsoever kind or nature
which may be imposed on, asserted against or incurred by the Agent in
performing its duties hereunder or under any other Credit Document, in any way
relating to or arising out of this Agreement or any other Credit Document;
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or
willful misconduct.

12.07 The Agent in Its Individual Capacity. With respect to
its obligation to make Loans under this Agreement, the Agent shall have the
rights and powers specified herein for a "Bank" and may exercise the same
rights and powers as though it were not performing the duties specified herein;
and the term "Banks," "Required Banks," "holders of Notes" or any similar terms
shall, unless the context clearly otherwise indicates, include the Agent in its
individual capacity. The Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with any
Credit Party or any Affiliate of any Credit Party as if it were not performing
the duties specified herein, and may accept fees and other consideration from
the Borrower or any other Credit Parties for services in connection with this
Agreement and otherwise without having to account for the same to the Banks.

12.08 Holders. The Agent may deem and treat the payee of any
Note as the owner thereof for all purposes hereof unless and until a written
notice of the assignment, transfer or endorsement thereof, as the case may be,
shall have been filed with the Agent. Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or indorsee, as the case may be, of
such Note or of any Note or Notes issued in exchange therefor.

12.09 Resignation by the Agent. (a) The Agent may resign
from the performance of all its functions and duties hereunder and/or under the
other Credit Documents at any time by giving 15 Business Days' prior written
notice to the Borrower and the Banks. Such resignation shall take effect upon
the appointment of a successor Agent pursuant to clauses (b) and (c) below or
as otherwise provided below.

(b) Upon any such notice of resignation, the Banks shall
appoint a successor Agent hereunder or thereunder who shall be a commercial
bank or trust company reasonably acceptable to the Borrower (it being
understood and agreed that any Bank is deemed to be acceptable to the
Borrower). In the event that more than one Bank has notified the Borrower of
an interest in becoming the successor Agent, the Borrower and the Required
Banks shall agree as to the successor Agent.

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<PAGE> 93

(c) If a successor Agent shall not have been so appointed
within such 15 Business Day period, the Agent, with the consent of the
Borrower, shall then appoint a successor Agent who shall serve as Agent
hereunder or thereunder until such time, if any, as the Banks appoint a
successor Agent as provided above.

(d) If no successor Agent has been appointed pursuant to
clause (b) or (c) above by the 20th Business Day after the date such notice of
resignation was given by the Agent, the Agent's resignation shall become
effective and the Banks shall thereafter perform all the duties of the Agent
hereunder and/or under any other Credit Document until such time, if any, as
the Banks appoint a successor Agent as provided above.

Section 13. Miscellaneous.

13.01 Payment of Expenses, etc. Each of the General Partner
and the Borrower jointly and severally agrees to: (i) whether or not the
transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Agent (including, without limitation,
the reasonable fees and disbursements of White & Case) in connection with the
preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein and
any amendment, waiver or consent relating hereto or thereto, of the Agent in
connection with its syndication efforts with respect to this Agreement and of
the Agent and each of the Banks in connection with the enforcement of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein (including, without limitation, the reasonable
fees and disbursements of counsel for the Agent and for each of the Banks);
(ii) pay and hold each of the Banks harmless from and against any and all
present and future stamp, excise and other similar taxes with respect to the
foregoing matters and save each of the Banks harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to such Bank) to pay such taxes; and (iii)
defend, protect, indemnify and hold harmless the Agent and each Bank, and each
of their respective officers, directors, employees, representatives and agents
(collectively called the "Indemnitees") from and against any and all
liabilities, obligations (including removal or remedial actions), losses,
damages (including foreseeable and unforeseeable consequential damages and
punitive damages), penalties, claims, actions, judgments, suits, costs,
expenses and disbursements (including reasonable attorneys' and consultants
fees and disbursements) of any kind or nature whatsoever that may at any time
be incurred by, imposed on or assessed against the Indemnitees directly or
indirectly based on, or arising or resulting from, (a) any investigation,
litigation or other proceeding (whether or not the Agent or any Bank is a party
thereto) related to the entering into and/or performance of this Agreement or
any other Credit Document or the proceeds of any Loans hereunder or the
consummation of any transactions contemplated herein or in any other Credit
Document, (b) the actual or alleged generation, presence or

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<PAGE> 94

Release of Hazardous Materials on or from, or the transportation of Hazardous
Materials to or from, any Real Property owned or at any time operated by the
Borrower or any of their respective Subsidiaries or; (c) any Environmental
Claim relating to the General Partner or the Borrower or any of their
respective Subsidiaries or any Real Property owned or at any time operated by
the General Partner or the Borrower or any of their respective Subsidiaries or;
(d) the exercise of the rights of the Agent and of any Bank under any of the
provisions of this Agreement or any other Credit Document or any Loans
hereunder; or, (e) the consummation of any transaction contemplated herein or
in any other Credit Document; (the "Indemnified Matters") regardless of when
such Indemnified Matter arises, but excluding from the coverage relating to any
Indemnified Matter coverage for any Indemnitee whose claim arises solely from
the gross negligence or willful misconduct of such Indemnitee.

13.02 Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance
of an Event of Default, each Bank is hereby authorized at any time or from time
to time, without presentment, demand, protest or other notice of any kind to
any Credit Party or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general
or special) and any other Indebtedness at any time held or owing by such Bank
(including, without limitation, by branches and agencies of such Bank wherever
located) to or for the credit or the account of each Credit Party against and
on account of the Obligations and liabilities of such Credit Party to such Bank
under this Agreement or under any of the other Credit Documents, including,
without limitation, all interests in Obligations purchased by such Bank
pursuant to Section 13.06(b), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Bank shall have made any demand hereunder
and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured.

13.03 Notices. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, telex, facsimile or cable communication) and
mailed, telegraphed, telexed, telecopied, cabled or delivered: if to the
Borrower, at its address specified opposite its signature below; if to any
Bank, at its address specified opposite its name below; and if to the Agent, at
its Notice Office; or, as to any Credit Party or the Agent, at such other
address as shall be designated by such party in a written notice to the other
parties hereto and, as to each Bank, at such other address as shall be
designated by such Bank in a written notice to the Borrower and the Agent. All
such notices and communications shall, when mailed, telegraphed, telexed,
facsimiled, or cabled or sent by overnight courier, be effective when deposited
in the mails, delivered to the telegraph company, cable company or overnight
courier, as the case may be, or sent by telex or facsimile device, except that
notices and communications to the Agent shall not be effective until received
by the Agent.

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<PAGE> 95

13.04 Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, the Borrower
may not assign or transfer any of its rights, obligations or interest hereunder
or under any other Credit Document without the prior written consent of the
Banks; and provided further, that although any Bank may transfer, assign or
grant participations in its rights hereunder, such Bank shall remain a "Bank"
for all purposes hereunder (and may not transfer or assign all or any portion
of its Commitments hereunder except as provided in Section 13.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
"Bank" hereunder; and provided further, that no Bank shall transfer or grant
any participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is
not extended beyond the Final Maturity Date) in which such participant is
participating, or reduce the rate or extend the time of payment of interest or
Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount
thereof, or increase such participant's portion of the Commitments in which
such participant is participating over the amount thereof then in effect (it
being understood that a waiver of any Default or Event of Default or of a
mandatory reduction in the Total Commitment shall not constitute a change in
the terms of any Commitment, and that an increase in any Commitment shall be
permitted without the consent of any participant if the participant's
participation is not increased as a result thereof), (ii) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement or (iii) release all or substantially all of the
Collateral under all of the Security Documents (except as expressly provided in
the Credit Documents) supporting the Loans hereunder in which such participant
is participating. In the case of any such participation, the participant shall
not have any rights under this Agreement or any of the other Credit Documents
(the participant's rights against such Bank in respect of such participation to
be those set forth in the agreement executed by such Bank in favor of the
participant relating thereto) and all amounts payable by the Borrower hereunder
shall be determined as if such Bank had not sold such participation.

(b) Notwithstanding the foregoing, any Bank may (x) assign a
portion of its Loans or Commitments and related outstanding Obligations
hereunder to one or more Banks or (y) assign a portion equal to at least
$2,000,000 and, if greater, in integral multiples of $500,000, of such Loans or
Commitments and related outstanding Obligations hereunder to one or more
Eligible Transferees each of which assignees shall become a party to this
Agreement as a Bank by execution of an assignment and assumption agreement
substantially in the form of Exhibit J (appropriately completed); provided
that: (i) at such time Schedule I shall be deemed modified to reflect the
Commitments of such new Bank and of the existing Banks; (ii) new Notes will be
issued to such new Bank and to the assigning Bank upon the request of such new
Bank or assigning Bank, such new Notes to be in

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<PAGE> 96

conformity with the requirements of Section 1.05 to the extent needed to
reflect the revised Commitments; (iii) the consent of Banque Paribas and the
Issuing Bank under any Letter of Credit shall be required in connection with
any assignment of Revolving Loan Commitments; and (iv) the Agent shall receive
at the time of each such assignment, from the assigning Bank, the payment of a
non-refundable assignment fee of $3,000. To the extent of any assignment
pursuant to this Section 13.04(b), the assigning Bank shall be relieved of its
obligations hereunder with respect to its assigned Commitments.

13.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of the Agent or any Bank or any holder of any Note in exercising any
right, power or privilege hereunder or under any other Credit Document and no
course of dealing between the Borrower or any other Credit Party and the Agent
or any Bank or the holder of any Note shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit
Document expressly provided are cumulative and not exclusive of any rights,
powers or remedies which the Agent or any Bank or the holder of any Note would
otherwise have. No notice to or demand on any Credit Party in any case shall
entitle any Credit Party to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Agent or any
Bank or the holder of any Note to any other or further action in any
circumstances without notice or demand.

13.06 Payments Pro Rata. (a) The Agent agrees that promptly
after its receipt of each payment from or on behalf of the Borrower in respect
of any Obligations hereunder, it shall distribute such payment to the Banks
(other than any Bank which has expressly agreed in writing not to receive its
share of such payment) pro rata based upon their respective shares, if any, of
the Obligations with respect to which such payment was received.

(b) Each of the Banks agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security,
by the exercise of the right of setoff or banker's lien, by counterclaim or
cross action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment or Fees, of a sum which with respect
to the related sum or sums received by other Banks is in a greater proportion
than the total of such Obligation then owed and due to such Bank bears to the
total of such Obligation then owed and due to all of the Banks immediately
prior to such receipt, then such Bank receiving such excess payment shall
purchase for cash without recourse or warranty from the other Banks an interest
in the Obligations of the respective Credit Party to such Banks in such amount
as shall result in a proportional participation by all the Banks in such
amount; provided that if all or any portion of such excess amount is thereafter

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<PAGE> 97

recovered from such Bank, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

(c) Notwithstanding anything to the contrary contained
herein, the provisions of the preceding Sections 13.06(a) and (b) shall be
subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Banks as opposed to Defaulting
Banks.

13.07 Calculations; Computations. (a) The financial
statements to be furnished to the Banks pursuant hereto shall be made and
prepared in accordance with generally accepted accounting principles in the
United States consistently applied throughout the periods involved (except as
set forth in the notes thereto or as otherwise disclosed in writing by the
Borrower to the Banks); provided that, except as otherwise specifically
provided herein, all computations of Excess Cash Flow and all computations
determining compliance with Sections 9.08 through 9.12, inclusive, shall
utilize accounting principles and policies in conformity with those used to
prepare the historical financial statements delivered to the Banks pursuant to
Section 7.05(a).

(b) All computations of interest and Fees hereunder shall be
made on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) occurring in the period
for which such interest or Fees are payable.

13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (A)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE GENERAL PARTNER AND THE BORROWER EACH HEREBY IRREVOCABLY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. THE GENERAL PARTNER AND THE BORROWER
EACH HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS DECHERT PRICE &
RHOADS WITH OFFICES ON THE DATE HEREOF AT 477 MADISON AVENUE, NEW YORK, NEW
YORK 10022 ATTENTION: RICHARD A. GOLDMAN, ESQ., AS ITS DESIGNEE, APPOINTEE AND
AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT
OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND
DOCUMENTS WHICH MAY BE SERVED IN ANY

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<PAGE> 98

SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND
AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE GENERAL PARTNER AND THE
BORROWER EACH AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW
YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO
THE AGENT UNDER THIS AGREEMENT. THE GENERAL PARTNER AND THE BORROWER EACH
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT
ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE AGENT UNDER THIS AGREEMENT, ANY BANK OR THE HOLDER OF ANY NOTE TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

(B) THE GENERAL PARTNER AND THE BORROWER EACH HEREBY
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN
THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

13.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto shall be
lodged with the Borrower and the Agent.

13.10 Effectiveness. This Agreement shall become effective
on the date (the "Restatement Effective Date") on which (i) the Borrower, the
General Partner and each of the Banks shall have signed a copy hereof (whether
the same or different copies) and shall have delivered the same to the Agent at
its Notice Office or, in the case of the Banks, shall have given to the Agent
telephonic (confirmed in writing), written or telex notice (actually received)
at such office that the same has been signed and mailed to it and (ii) all
conditions contained in Sections 5 and 6 are met to the satisfaction of the
Agent and the Required Banks (determined after giving effect to the Restatement
Effective Date). Unless

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<PAGE> 99

the Agent has received actual notice from any Bank that the conditions
described in clause (ii) of the preceding sentence have not been met to its
satisfaction, upon the satisfaction of the conditions described in clause (i)
of the immediately preceding sentence, the payment to the Original Banks of all
amounts required to be paid to them on the Restatement Effective Date pursuant
to Section 5.19, and the payment of all fees required to be paid on such date
as provided in Section 3.01(f), the Restatement Effective Date shall be deemed
to have occurred, regardless of any subsequent determination that one or more
of the conditions thereto had not been met (although the occurrence of the
Restatement Effective Date shall not release the Borrower from any liability or
prevent the existence of an Event of Default based upon failure to satisfy one
or more of the applicable conditions contained in Sections 5 and 6).

13.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only
and shall not in any way affect the meaning or construction of any provision of
this Agreement.

13.12 Amendment or Waiver. (a) Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Required Banks; provided that no such change, waiver, discharge or
termination shall, without the consent of each Bank (other than a Defaulting
Bank) (with Obligations of the respective types in the case of following clause
(i)): (i) extend the final scheduled maturity of any Loan or Note or any
portion thereof or extend the stated maturity of any Letter of Credit beyond
the Final Maturity Date, or reduce the rate or extend the time of payment of
interest or Fees thereon, or reduce the principal amount thereof; (ii) release
all or substantially all of the Collateral (except as expressly provided in the
respective Security Document); (iii) amend, modify or waive any provision of
this Section 13.12; (iv) reduce the percentage specified in the definition of
Required Banks (it being understood that, with the consent of the Required
Banks, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Banks on substantially the same
basis as the extensions of Term Loans and Revolving Loan Commitments are
included on the Restatement Effective Date); or (v) consent to the assignment
or transfer by the Borrower of any of its rights and obligations under this
Agreement; provided further, that no such change, waiver, discharge or
termination shall: (x) increase the Commitments of any Bank over the amount
thereof then in effect (it being understood that waivers or modifications of
conditions precedent, covenants, Defaults or Events of Default or of a
mandatory reduction in the Total Commitment shall not constitute an increase in
the Commitment of any Bank, and that an increase in the available portion of
any Commitment of any Bank shall not constitute an increase in the Commitment
of such Bank); (y) without the consent of the Agent, amend, modify or waive any
provision of Section 12 or any other provision relating to the rights or
obligations of

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<PAGE> 100

the Agent; or (z) without the consent of the Collateral Agent, amend, modify or
waive any provision relating to the rights or obligations of the Collateral
Agent.

(b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clause (a)(i) through (v), inclusive, of this Section 13.12,
the consent of the Required Banks is obtained but the consent of one or more of
such other Banks whose consent is required is not obtained, then the Borrower
shall have the right to replace each such non-consenting Bank or Banks (so long
as all non-consenting Banks are so replaced) with one or more Replacement
Banks pursuant to Section 1.12 so long as at the time of such replacement, each
such Replacement Bank consents to the proposed change, waiver, discharge or
termination, provided that the Borrower shall not have the right to replace a
Bank solely as a result of the exercise of such Bank's rights (and the
withholding of any required consent by such Bank) pursuant to the second
proviso to Section 13.12(a).

(c) Notwithstanding anything to the contrary contained above
in this Section 13.12, the Collateral Agent may enter into amendments to the
Subsidiaries Guaranty and the Security Documents for the purpose of adding
additional Subsidiaries of the Borrower (or other Credit Parties) as parties
thereto.

13.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall
survive the execution and delivery of this Agreement and the Notes and the
making and repayment of the Loans.

13.14 Domicile of Loans. Each Bank may transfer and carry
its Loans at, to or for the account of any office, Subsidiary or Affiliate of
such Bank.

* * *

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<PAGE> 101

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:

1301 6th Avenue STAFF CAPITAL, L.P.
Bradenton, FL 34205*
Attn: President By its sole general partner,
Tel: (813) 748-4540 Staff Acquisition, Inc.
Fax: (813) 747-1490

By /s/ Charles S. Craig
---------------------------
Title: Co-Chairman

c/o Craig Capital Corporation STAFF ACQUISITION, INC.
Two Soundview Drive
Greenwich, CT 06830*
Attn: Charles S. Craig By /s/ Charles S. Craig
Tel: (203) 869-7700 ---------------------------
Fax: (203) 869-8594 Title: Co-Chairman

787 Seventh Avenue BANQUE PARIBAS,
New York, NY 10019 Individually and as Agent
Attn: Staff Leasing
Account Officer
Tel: (212) 841-2000
Fax: (212) 841-2333 By /s/ Gary Binning
---------------------------
Title: Vice President

By /s/ David Buseck
---------------------------
Title: Vice President

* With a copy to:

Dechert Price & Rhoads
477 Madison Avenue
New York, New York 10022
Attention: Richard A. Goldman, Esq.

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<PAGE> 102

1605 Main Street NATIONSBANK OF FLORIDA, N.A.
Suite 101
Sarasota, Florida 34236-5847
Attn: Mr. Douglas Mrstik

Tel: (813) 952-2604
Fax: (813) 952-2852 By /s/ Christopher C. Browder
---------------------------
Title: Vice President

10100 Santa Monica Boulevard PILGRIM PRIME RATE TRUST
21st Floor
Los Angeles, California 90067-4112

Tel: (310) 551-0833 By /s/ Michael D. Hatley
Fax: (310) 201-0978 ---------------------------
Title: Assistant Portfolio
Manager

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<PAGE> 103

SCHEDULE I

COMMITMENTS

<TABLE>
<CAPTION>
Term Loan Revolving Loan
Bank Commitment Commitment
- ---- ---------- --------------
<S> <C> <C>
Banque Paribas $ 5,000,000 $13,000,000

NationsBank of Florida, N.A. $10,000,000

Pilgrim Prime Rate Trust $10,000,000

----------- -----------
Totals: $25,000,000 $13,000,000
</TABLE>

<PAGE> 104

SCHEDULE II

PROJECTIONS
<PAGE> 105

SCHEDULE III

REAL PROPERTY

<PAGE> 106

SCHEDULE IV

CAPITALIZATION

<PAGE> 107

SCHEDULE V

MATERIAL CONTRACTS

<PAGE> 108

SCHEDULE VI

INSURANCE

<PAGE> 109

SCHEDULE VII

EXISTING LIENS

<PAGE> 110

[CONFORMED COPY]

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRST AMENDMENT (this "Amendment"), dated as of June 29, 1995,
among Staff Acquisition, Inc. (the "General Partner"), Staff Capital, L.P. (the
"Borrower"), the lending institutions party to the Amended and Restated Credit
Agreement referred to below (the "Banks") and Banque Paribas, as Agent (in such
capacity, the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Amended
and Restated Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the General Partner, the Borrower, the Banks and the
Agent are parties to an Amended and Restated Credit Agreement, dated as of
November 5, 1993 and amended and restated as of December 8, 1994 (the "Amended
and Restated Credit Agreement");

WHEREAS, the parties hereto wish to amend the Amended and
Restated Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

1. Section 3.03 of the Credit Agreement is amended by
(i) redesignating Section 3.03(f) as Section 3.03(g) and (ii) inserting the
following new paragraph (f):

"(f) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment shall be
reduced by the amount of $3,000,000 on September 30, 1995. Such reduction
shall be applied to reduce the Revolving Loan Commitment of each Bank in an
amount equal to the increase in the Revolving Loan Commitment of such Bank on
the effective date of the First Amendment to this Agreement."

2. Section 4.02(A) of the Credit Agreement is amended by
deleting Section 4.02(A)(b) in its entirety and inserting in lieu thereof the
following new Section 4.02(A)(b):

"(b) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, the Borrower shall be
required to repay on each date set forth below (each, a "Scheduled
Repayment Date"), the principal amount of Term Loans set forth below
opposite such date (each such repayment as the same may be reduced as
provided in Sections 4.01 and 4.02(B)(a), a "Scheduled Repayment"):
<PAGE> 111

<TABLE>
<CAPTION>
Scheduled Repayment Dates Amount
------------------------- ------
<S> <C>
December 31, 1994 $ 300,000
March 31, 1995 $ 750,000
June 30, 1995 $ 0
September 30, 1995 $ 0
December 31, 1995 $ 0
March 31, 1996 $1,140,625
June 30, 1996 $1,140,625
September 30, 1996 $1,140,625
December 31, 1996 $1,140,625
March 31, 1997 $1,390,625
June 30, 1997 $1,390,625
September 30, 1997 $1,390,625
December 31, 1997 $1,390,625
March 31, 1998 $1,640,625
June 30, 1998 $1,640,625
September 30, 1998 $1,640,625
December 31, 1998 $1,640,625
March 31, 1999 $1,815,625
June 30, 1999 $1,815,625
September 30, 1999 $1,815,625
Final Maturity Date $1,815,625"
</TABLE>

3. Section 8.01 of the Credit Agreement is amended by
inserting the following new Section 8.01(l):

"(l) Audit Report. On or prior to August 1, 1995, an audit report
prepared by Foster Higgins relating to the Borrower's health insurance
plans."

4. Section 9.01(viii) is amended by deleting Section
9.01(viii) in its entirety and inserting in lieu thereof the following new
Section 9.01(viii):

"(viii) Liens placed upon equipment, machinery or real property used
in the Ordinary Course of Business of the Borrower or any of its
Subsidiaries at the time of purchase thereof by the Borrower or any of
its Subsidiaries to secure Indebtedness incurred to pay all or a
portion of the purchase price thereof, provided that (x) the aggregate
principal amount of all Indebtedness secured by Liens permitted by
this clause (viii) does not exceed at any one time outstanding
$5,875,000 and (y), in all events, the Lien encumbering the equipment,
machinery or real property so acquired does not encumber any other
asset of the Borrower or any of its Subsidiaries;

5. Section 9.05 is amended by deleting Section 9.05(b)
in its entirety and inserting in lieu thereof the following new Section
9.05(b):

2
<PAGE> 112

"(b) Indebtedness of the Borrower and its Subsidiaries evidenced by
Capitalized Lease obligations to the extent permitted pursuant to
Section 9.08; provided that the aggregate amount of Indebtedness
evidenced by Capitalized Lease Obligations under all Capital Leases
outstanding under this clause (b) shall not at any time exceed
$5,875,000."

6. Section 9.08(a) is amended by deleting the number
"$425,000" as the first number listed under the column entitled "Amount" and
inserting the number "$2,525,000" in lieu thereof.

7. Section 9.08(c) is amended by deleting the number
"$3,000,000" appearing in line two thereof and inserting the number
"$8,275,000" in lieu thereof.

8. Section 9.09 of the Credit Agreement is amended by
deleting such Section in its entirety and inserting in lieu thereof the
following new Section 9.09:

"9.09 Minimum EBITDA. The Borrower will not permit its Consolidated
EBITDA for the period of four consecutive fiscal quarters (taken as
one accounting period) ending on each date set forth below to be less
than the amount set forth opposite such date:

<TABLE>
<CAPTION>
Fiscal Quarter Minimum
Ended Amount
-------------- --------
<S> <C>
December 31, 1994 $ 8,500,000
March 31, 1995 $ 9,375,000
June 30, 1995 $ 8,800,000
September 30, 1995 $ 9,350,000
December 31, 1995 $10,250,000
March 31, 1996 $10,700,000
June 30, 1996 $12,500,000
September 30, 1996 $13,125,000
December 31, 1996 $13,500,000
March 31, 1997 $14,250,000
June 30, 1997 and $15,000,000
for each fiscal quarter
thereafter"
</TABLE>

9. Section 9.10 of the Credit Agreement is amended by
deleting such Section in its entirety and inserting in lieu thereof the
following new Section 9.10:

"9.10 Minimum Consolidated Net Worth. The Borrower will not permit
its Consolidated Net Worth at any time during any quarter set forth
below to be less than the amount set forth below opposite such
quarter:

3
<PAGE> 113

<TABLE>
<CAPTION>
Fiscal Quarter Minimum
Ended Amount
-------------- -------
<S> <C>
December 31, 1994 $(9,500,000)
March 31, 1995 $(8,725,000)
June 30, 1995 $(9,000,000)
September 30, 1995 $(7,175,000)
December 31, 1995 $(6,400,000)
March 31, 1996 $(5,100,000)
June 30, 1996 $(3,800,000)
September 30, 1996 $(2,500,000)
December 31, 1996 $(1,200,000)
March 31, 1997 $ 600,000
June 30, 1997 $ 2,400,000
September 30, 1998 $ 9,750,000
December 31, 1998 $11,000,000
March 31, 1999 $13,000,000
June 30, 1999 $15,000,000
September 31, 1999 $17,000,000
Final Maturity Date $18,500,000
</TABLE>

10. Section 9.11 of the Credit Agreement is amended by
deleting such Section in its entirety and inserting in lieu thereof the
following new Section 9.11:

"9.11 Interest Coverage Ratio. The Borrower will not permit
the ratio of its Consolidated EBITDA for the period of four
consecutive fiscal quarters (taken as one accounting period)
to its Consolidated Interest Expense for the period of four
consecutive fiscal quarters (taken as one accounting period)
in any fiscal quarter ending on a date set forth below to be
less than the ratio set forth opposite such date:

<TABLE>
<CAPTION>
Fiscal Quarter
Ended Ratio
-------------- -------
<S> <C>
December 31, 1994 3.25:1
March 31, 1995 3.35:1
June 30, 1995 3.00:1
September 30, 1995 3.00:1
December 31, 1995 3.00:1
March 31, 1996 3.00:1
June 30, 1996 3.50:1
September 30, 1996 4.00:1
and thereafter
</TABLE>

11. Section 9.12 of the Credit Agreement is amended by
deleting such Section in its entirety and inserting in lieu thereof the
following new Section 9.12:

4
<PAGE> 114

"9.12 Consolidated Indebtedness to Consolidated EBITDA. The Borrower
will not permit the ratio of (i) Consolidated Indebtedness on the last
day of any fiscal quarter set forth below to (ii) Consolidated EBITDA
for the period of four consecutive fiscal quarters ending on the last
day of such fiscal quarter, taken as one accounting period, to be
greater than the amount set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
Fiscal Quarter
Ended Ratio
-------------- -------
<S> <C>
December 31, 1994 3.30:1
March 31, 1995 3.10:1
June 30, 1995 3.50:1
September 30, 1995 3.50:1
December 31, 1995 3.50:1
March 31, 1996 3.50:1
June 30, 1996 2.90:1
September 30, 1996 2.65:1
December, 31, 1996 2.45:1
March 31, 1997 2.15:1
June 30, 1997 1.85:1
September 30, 1996 1.55:1
December 31, 1996 1.25:1
March 31, 1998 1.00:1
and thereafter
</TABLE>

12. Section 9 is amended by inserting the following new
Section 9.18 at the end thereof:

"9.18 Limitation on Healthcare Adjustments. The aggregate amount of
the Healthcare Adjustment for any fiscal year shall not be a loss
greater than the amount set forth below opposite such fiscal year:

<TABLE>
<CAPTION>
Fiscal
Year Loss Amount
---- -----------
<S> <C>
1995 $ 10,500,000
1996 $ 2,000,000
1997 $ 2,500,000
1998 $ 3,000,000
1999 $ 3,500,000
</TABLE>

13. The definition of "Applicable Margin" appearing in
Section 11.01 is amended by deleting such definition in its entirety and
inserting in lieu thereof the following new definition of "Applicable Margin":

5
<PAGE> 115

"Applicable Margin" shall mean (x) in the case of Base Rate Loans, 3%
and (y) in the case of Eurodollar Loans, 4.50%; provided, however,
that if the Total Revolving Loan Commitment shall have been reduced on
or prior to September 30, 1995 pursuant to Section 3.03(f) of the
Credit Agreement and all repayments required pursuant to Section 4.02
as a result of such Commitment reduction shall have been made,
"Applicable Margin" shall, from and after the date of such reduction
and repayment, mean (x) in the case of Base Rate Loans, 2-1/2% and (y)
in the case of Eurodollar Loans, 4%."

14. The definition of "Consolidated EBITA" appearing in
Section 11.01 is amended by adding the following new clause (c) at the end of
such definition:

"and (c) plus Healthcare Adjustments (to the extent included in
Consolidated Net Income) to the extent they are losses and minus
Healthcare Adjustments (to the extent included in Consolidated Net
Income) to the extent they are gains."

15. The definition of "Consolidated Net Worth" appearing in
Section 11.01 is amended by inserting the phrase "plus the aggregate amount of
Healthcare Adjustments incurred by the Borrower" immediately at the end of such
definition.

16. The definition of "MIS Acquisition" appearing in
Section 11.01 is amended by deleting the number "$3,000,000" appearing therein
and inserting the number $8,275,000" in lieu thereof.

17. Section 11.01 is amended by inserting the following
new definition in appropriate alphabetical order:

"'Healthcare Adjustment' shall mean any losses or gains incurred after
January 1, 1995 from any healthcare plan, which, in the case of
losses, consist of claims, fixed costs and incurred but not reported
reserve claims in excess of all employees and clients healthcare
billings."

18. Schedule I to the Credit Agreement is amended by deleting
the same in its entirety and inserting in lieu thereof as a new Schedule I
thereto the Annex A attached to this Amendment which increases the Total
Revolving Loan Commitment to $13,000,000 from the amount of $10,000,000 in
effect immediately prior to the First Amendment Effective Date.

19. Fees. To induce the Banks to enter into this Amendment,
the Borrower hereby agrees to pay to the Agent (in accordance with Section 4.03
of the Amended and Restated Credit Agreement) (i) an amendment fee for the pro
rata account of each Bank party to this Amendment equal to 1/2 of 1% of the
Total Commitment in effect on the Restatement Effective Date, without giving
effect to any subsequent reductions thereto other than pursuant to Section
3.03(e) (i.e., based on a Total Commitment of $35,000,000) and (ii) an upfront
fee for the pro rata account of each Bank whose Revolving Loan Commitment is
increased as a result of this Amendment, equal to 2.0% of the amount of such
increase.

20. Warrant. To induce each Bank to enter into this
Amendment, the Borrower hereby agrees to issue for the account of each Bank
whose Revolving Loan Commitment is increased

6
<PAGE> 116

as a result of this Amendment a warrant for the purchase of a Common Limited
Partnership Interest (the "Warrant") pro rata based on the amount of each
Bank's increased Revolving Loan Commitment. Each Warrant shall permit the
holder thereof to purchase from the Borrower, at any time or from time to time
during the exercise period set forth in such Warrant for a nominal exercise
price a Common Limited Partnership Interest with a corresponding Common Limited
Partner Capital Account that will result in such holder, together with the
holder of each other Warrant issued pursuant to this paragraph 19, having, with
respect to such purchased Common Limited Partnership Interest, an aggregate 5%
Participation Percentage; provided, however, the aggregate Participation
Percentage represented by such Warrants shall be reduced to 1% on such date as
the Total Revolving Loan Commitment shall have then been reduced pursuant to
Section 3.03(f) of the Credit Agreement and all repayments required pursuant to
Section 4.02 as a result of such Commitment reduction shall have been made on
such date but only so long as such Commitment reduction and repayment occurs on
or prior to September 30, 1995. Each Warrant issued pursuant to this paragraph
19 shall be in the form of the Warrant previously issued as of November 5, 1993
by the Borrower to Banque Paribas and shall be entitled to the benefits of a
Warrant Agreement in the form of the Warrant Agreement dated as of November 5,
1993 between the Borrower and Banque Paribas. The Borrower hereby agrees to
deliver an executed Warrant and Warrant Agreement in such forms to each Bank
entitled thereto prior to July 15, 1995. The terms "Common Limited Partnership
Interest," "Common Limited Partner Capital Account," and "Participation
Percentage" have the respective meanings set forth in the Partnership Agreement
of the Borrower.

21. Representations. To induce the Agent and the Banks to
enter into this Amendment, each of the General Partner and the Borrower hereby
represents and warrants that (x) no Default or Event of Default exists on the
First Amendment Effective Date both before and after giving effect to this
Amendment, (y) all of the representations and warranties contained in the
Credit Documents shall be true and correct in all material respects on the
First Amendment Effective Date both before and after giving effect to this
Amendment with the same effect as though such representations and warranties
had been made on and as of the First Amendment Effective Date (it being
understood that any representation or warranty made as of a specific date shall
be true and correct in all material respects as of such specific date) and (z)
the transactions contemplated by this Amendment do not require the consent of
any Person other than the Required Banks, including, without limitation, any
warrantholders or partners of the Borrower.

22. Amendment Effectiveness. This Amendment shall become
effective on the date (the "First Amendment Effective Date") when (i) each of
the General Partner, the Borrower and the Required Banks shall have signed a
copy hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Agent at its Notice Office,
(ii) the Borrower shall have executed and delivered to the Agent for
distribution to each Bank listed on Annex B hereto a Revolving Note in an
amount equal to such Bank's Revolving Loan Commitment as set forth on Annex A
hereto, (iii) the Borrower shall have made the payments specified in paragraph
9 above and all unpaid costs and expenses (including legal fees and expenses)
of the Agent shall have been paid and (iv) the Banks party to this Amendment
shall have received a legal opinion from Dechert Price & Rhoads (counsel to the
Borrower) in form and substance satisfactory to such Banks.

7
<PAGE> 117

23. Miscellaneous. (a) This Amendment is limited as
specified and shall not constitute a modification, acceptance or waiver of any
other provision of the Amended and Restated Credit Agreement or any other
Credit Document.

(b) This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.

(c) This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of the
State of New York.

(d) All references in the Amended and Restated Credit Agreement and
each of the other Credit Documents to the Amended and Restated Credit Agreement
shall be deemed to be references to the Amended and Restated Credit Agreement
after giving effect to this Amendment.

* * *

8
<PAGE> 118

IN WITNESS WHEREOF, each of the parties hereto has caused
their duly authorized officers to execute and deliver a counterpart of this
Amendment as of the date first above written.

STAFF CAPITAL, L.P.

By its sole general partner,
Staff Acquisition, Inc.

By /s/ Charles Craig
---------------------------
Title: President

STAFF ACQUISITION, INC.

By /s/ Charles Craig
---------------------------
Title: Co-Chairman

BANQUE PARIBAS,
Individually and as Agent

By: /s/ Gary Binning
----------------------
Title: Vice President

By: /s/ Daniel Whalen
----------------------
Title: General Vice
President

NATIONSBANK OF FLORIDA, N.A.

By
---------------------------
Title:

9
<PAGE> 119

PILGRIM PRIME RATE TRUST

By /s/ Michael D. Hatley
---------------------------
Title: Assistant Portfolio
Manager

10
<PAGE> 120

ANNEX A

SCHEDULE I

COMMITMENTS

<TABLE>
<CAPTION>
Term Loan Revolving Loan
Bank Commitment Commitment
- ---- ---------- --------------
<S> <C> <C>
Banque Paribas $ 5,000,000 $11,500,000

NationsBank of
Florida, N.A. $10,000,000

Pilgrim Prime Rate Trust $10,000,000 $ 1,500,000

----------- -----------
Totals: $25,000,000 $13,000,000
</TABLE>

1
<PAGE> 121

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT (this "Amendment"), dated as of April 26,
1996, among Staff Acquisition, Inc. (the "General Partner"), Staff Capital,
L.P. (the "Borrower"), the lending institutions party to the Amended and
Restated Credit Agreement referred to below (the "Banks") and Banque Paribas,
as Agent (in such capacity, the "Agent"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings provided such
terms in the Amended and Restated Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the parties hereto wish to amend the Amended and
Restated Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

1. Section 4.02(A) of the Amended and Restated Credit
Agreement is hereby amended by deleting Section 4.02(A)(b) in its entirety and
inserting in lieu thereof the following new Section 4.02(A)(b):

</TABLE>
<PAGE> 122

<TABLE>
<S> <C>
December 31, 1996 $1,000,000
March 31, 1997 $1,250,000
June 30, 1997 $1,250,000
September 30, 1997 $1,250,000
December 31, 1997 $1,250,000
March 31, 1998 $1,500,000
June 30, 1998 $1,500,000
September 30, 1998 $1,500,000
December 31, 1998 $1,500,000
March 31, 1999 $1,675,000
June 30, 1999 $1,675,000
September 30, 1999 $1,675,000
Final Maturity Date $1,675,000"
</TABLE>

2. Section 4.02(A)(c) of the Amended and Restated Credit
Agreement is hereby amended by inserting at the end thereof the sentence:

"Notwithstanding the foregoing and Section 4.02(B)(a), the net cash
proceeds of the Phase One Rights Offering shall be applied on the
Second Amendment Effective Date as follows: (i) $2,109,375 shall be
applied to prepay the principal of outstanding Term Loans; (ii) up to
$5,000,000 shall be applied to prepay the principal of all Revolving
Loans (to the extent then outstanding), but shall not be applied to
reduce the Total Revolving Loan Commitment; (iii) up to $1,200,000 may
be used to pay fees and expenses incurred in connection with the Phase
One Recapitalization Transaction; (iv) if at the option of the
Borrower the Equity Repurchase is included in the Phase One
Recapitalization Transaction, up to $3,000,000 shall be applied to the
Equity Repurchase and (v) the remainder shall be used for the
Borrower's working capital purposes. In addition, any net cash
proceeds of the Phase Two Rights Offering, if any, to the extent
received by the Borrower on or before July 31, 1996, shall be applied
on or prior to such date as follows: (i) in the event the Phase Two
Rights Offering is consummated by July 31 1996, up to $2,800,000 may
be applied to repurchase the Class A-3 Preferred Limited Partnership
Interests, (ii) if at the option of the Borrower the Equity Repurchase
is not included in the Phase One Recapitalization Transaction, up to
$3,000,000 shall be applied to the Equity Repurchase, (iii) such
proceeds shall be applied to the repayment of all then outstanding
Revolving Loans, but shall not be applied to reduce the Total
Revolving Loan Commitment and (iv) the remainder shall be used for the
Borrower's working capital purposes."

3. Section 7.13 of the Amended and Restated Credit
Agreement is hereby amended by (i) deleting the word "Neither" at the beginning
of the third sentence and inserting in lieu thereof the phrase "Except as set
forth on Schedule VIII, neither" and (ii) adding the following new sentences to
the end of Section 7.13: "On the Second Amendment Effective Date and after
giving effect to the Phase One Recapitalization Transaction, the partnership
interests in the

2
<PAGE> 123

Borrower and each of its Subsidiaries, and all owners of any equity interest
(including the right to acquire any equity interest) therein, shall be as set
forth on Part A of Schedule VIII. After giving effect to the Phase Two
Recapitalization Transaction, the partnership interests in the Borrower and
each of its Subsidiaries, and all owners of any equity interest (including the
right to acquire any equity interest) therein, shall be as set forth on Part B
of Schedule VIII. The Borrower shall provide each Bank with a copy of Part B
of Schedule VIII upon consummation of the Phase Two Recapitalization
Transaction."

4. Section 9.03 of the Amended and Restated Credit
Agreement is hereby amended by (i) deleting the word "and" at the end of clause
(ii) thereof, and inserting "; " in lieu thereof and (ii) inserting at the end
thereof, the following: "; (iv) the Borrower may consummate the Phase One
Recapitalization Transaction on the Second Amendment Effective Date and the
Phase Two Recapitalization Transaction on or before July 31, 1996 and (v) the
Borrower may repurchase up to $900,000 principal amount of the Class A-3
Preferred Limited Partnership Interests (to the extent not repurchased in the
Phase Two Recapitalization Transaction) at various times on or prior to
December 15, 1996 in accordance with Section 3A.2(c)(iii) of the Partnership
Agreement of the Borrower, amended and restated as of April 26, 1996."

5. Section 9.04 of the Amended and Restated Credit
Agreement is hereby amended by deleting the reference to "$3,000,000" therein
and inserting "$4,000,000" in lieu thereof.

6. Section 9.06 of the Amended and Restated Credit
Agreement is hereby amended by (i) deleting the number "three" appearing in
clause (ii) thereof and inserting the number "seven" in lieu thereof, (ii)
deleting the word "and" at the end of clause (iv) thereof and inserting ";" in
lieu thereof, (iii) inserting the words "to industry accreditation standards
or" after the word "pursuant" in clause (v)(y) and (iv) inserting the following
clause at the end thereof:

"; (vi) the Borrower may (x) make loans to certain members of
management of the Borrower for the purpose of acquiring common limited
partnership interests in the Borrower and Class A-1 Preferred Limited
Partnership Interests in the Borrower and (y) make loans and advances
in the Ordinary Course of Business to certain members of management of
the Borrower for moving, travel and emergency expenses and other
similar expenses, so long as the aggregate principal amount of all
such loans and advances made under this Section 9.06(vi) at any one
time outstanding (determined without regard to any write-downs or
write-offs of such loans and advances) shall not exceed $1,000,000."

7. Section 9.07 of the Amended and Restated Credit
Agreement is hereby amended by (i) deleting the following:

"(i) the Borrower may pay an annual management fee of $300,000 to
Craig Capital payable in equal semi-annual installments on each
six-month anniversary of the Original Effective Date,"

and inserting the following in lieu thereof:

3
<PAGE> 124

"(i) the Borrower may pay an annual management fee of $400,000 to
Craig, Sarda & Co., Inc. payable in equal quarterly installments on
each three-month anniversary of the Original Effective Date,"

(ii) deleting the word "and" at the end of clause (ii) thereof, and inserting
", " in lieu thereof and
(iii) inserting the following clause at the end thereof:

", (iv) the Borrower may consummate the Phase One Recapitalization
Transaction on the Second Amendment Effective Date (and pay certain
related costs and expenses on an installment basis) and the Phase Two
Recapitalization Transaction on or before July 31, 1996 and (v) the
Borrower may repurchase up to $450,000 principal amount of the Class
A-3 Preferred Limited Partnership Interests owned by certain
Affiliates (to the extent not repurchased in the Phase Two
Recapitalization Transaction) at various times on or prior to December
15, 1996 in accordance with Section 3A.2(c)(iii) of the Partnership
Agreement of the Borrower, amended and restated as of April 26, 1996."

8. Section 9.08(c) of the Amended and Restated Credit
Agreement is hereby amended by deleting such Section in its entirety and
inserting in lieu thereof the following new Section 9.08(c):

"(c) In addition to the amounts set forth in clauses (a) and (b) of
this Section 9.08, the Borrower and its Subsidiaries may make MIS
Acquisitions so long as the aggregate amount thereof does not exceed
during any fiscal year the amount set forth opposite such fiscal year
below:

<TABLE>
<CAPTION>
Fiscal
Year Amount
---- ------
<S> <C>
1996 $6,000,000
1997 $3,000,000
1998 $1,000,000
1999 $1,000,000"
</TABLE>

9. Section 9.09 of the Amended and Restated Credit
Agreement is hereby amended by deleting such Section in its entirety and
inserting in lieu thereof the following new Section 9.09:

<TABLE>
<CAPTION>
Fiscal Quarter Minimum
Ended Amount
-------------- --------
<S> <C>
March 31, 1996 $8,000,000
June 30, 1996 $9,500,000
</TABLE>

4
<PAGE> 125

<TABLE>
<S> <C>
September 30, 1996 $11,000,000
December 31, 1996 $13,500,000
March 31, 1997 $14,250,000
June 30, 1997 and $15,000,000
for each fiscal quarter
thereafter"
</TABLE>

10. Section 9.10 of the Amended and Restated Credit
Agreement is hereby amended by deleting such Section in its entirety and
inserting "[Intentionally Omitted]" in lieu thereof.

11. Section 9.11 of the Amended and Restated Credit Agreement
is hereby amended by deleting such Section in its entirety and inserting in
lieu thereof the following new Section 9.11:

"9.11 Interest Coverage Ratio. The Borrower will not permit the
ratio of its Consolidated EBITDA for the period of four consecutive
fiscal quarters (taken as one accounting period) to its Consolidated
Interest Expense for the period of four consecutive fiscal quarters
(taken as one accounting period) in any fiscal quarter ending on a
date set forth below to be less than the ratio set forth opposite such
date:

<TABLE>
<CAPTION>
Fiscal Quarter
Ended Ratio
-------------- -------
<S> <C>
March 31, 1996 2.00:1
June 30, 1996 2.50:1
September 30, 1996 2.75:1
December 31, 1996 3.25:1
March 31, 1997 4.00:1
and thereafter"
</TABLE>

12. Section 9.12 of the Amended and Restated Credit
Agreement is hereby amended by deleting such Section in its entirety and
inserting in lieu thereof the following new Section 9.12:

<TABLE>
<CAPTION>
Fiscal Quarter
Ended Ratio
-------------- -------
<S> <C>
March 31, 1996 4.75:1
June 30, 1996 4.00:1
</TABLE>

5
<PAGE> 126

<TABLE>
<S> <C>
September 30, 1996 3.25:1
December, 31, 1996 2.75:1
March 31, 1997 2.25:1
June 30, 1997 2.00:1
September 30, 1997 1.75:1
December 31, 1997 1.50:1
March 31, 1998 1.00:1
and thereafter"
</TABLE>

13. Section 9.18 of the Amended and Restated Credit Agreement
is hereby amended by deleting such Section in its entirety and inserting in
lieu thereof the following new Section 9.18:

<TABLE>
<CAPTION>
Fiscal
Year Loss Amount
---- -----------
<S> <C>
1996 $6,000,000
1997 $2,500,000
1998 $3,000,000
1999 $3,500,000"
</TABLE>

14. Section 11.01 of the Amended and Restated Credit
Agreement is hereby amended by inserting the following new definitions in
appropriate alphabetical order:

"Class A-1 Preferred Limited Partnership Interests" shall mean the
increasing rate pay-in-kind Class A-1 convertible preferred limited
partnership interests in the Borrower as described in the Partnership
Agreement of the Borrower, as amended and restated as of April 26,
1996.

"Class A-2 Preferred Limited Partnership Interests" shall mean the
increasing rate pay-in-kind Class A-2 convertible preferred limited
partnership interests in the Borrower as described in the Partnership
Agreement of the Borrower, as amended and restated as of April 26,
1996.

"Class A-3 Preferred Limited Partnership Interests" shall mean the
increasing rate pay-in-kind Class A-3 convertible preferred limited
partnership interests in the Borrower as described in the Partnership
Agreement of the Borrower, as amended and restated as of April 26,
1996.

"Class B Preferred Limited Partnership Interests" shall mean the 5.86%
pay-in-kind Class B preferred limited partnership interests in the
Borrower as described in the Partnership Agreement of the Borrower, as
amended and restated as of April 26, 1996.

6
<PAGE> 127

"Equity Repurchase" shall mean the repurchase by the Borrower of an
aggregate of 11% of the common limited partnership interests in the
Borrower from William Mullis, Everett Southwick and other employee
limited partners for an aggregate consideration of up to $3,000,000 in
cash and the balance (for a total consideration of no more than
$9,900,000) in Class B Preferred Limited Partnership Interests in the
Borrower.

"Phase One Recapitalization Transaction" shall mean collectively, (i)
the Phase One Rights Offering, (ii) the repayment of Term Loans in the
aggregate amount of $2,109,375, (iii) the repayment of all Revolving
Loans then outstanding, (iv) the conversion of all preferred limited
partnership interests in the Borrower outstanding prior to the Second
Amendment Effective Date into Class A-2 Preferred Limited Partnership
Interests and (v) the payment of all fees and expenses incurred in
connection with and arising out of the foregoing, (provided however,
that the amount of such fees and expenses shall not exceed $1,200,000
in the aggregate, of which up to $900,000 may be paid in Class A-3
Preferred Limited Partnership Interests) and may at the option of the
Borrower include the Equity Repurchase, with the result that after
giving effect to the Phase One Recapitalization Transaction (but
assuming no Equity Repurchase), the partnership interests (and rights
to acquire partnership interests) in the Borrower shall be held by the
Persons and in the amounts set forth in Part A of Schedule VIII
hereto.

"Phase One Rights Offering" shall mean the issuance of (i) Class A-1
Preferred Limited Partnership Interests in the Borrower, for the
aggregate amount of at least $16,900,000 and no more than $30,000,000
and (ii) Class A-3 Preferred Limited Partnership Interests in the
Borrower for the aggregate amount of $2,700,000.

"Phase Two Recapitalization Transaction" shall mean collectively, (i)
the Phase Two Rights Offering, (ii) the Equity Repurchase if at the
option of the Borrower the same was not included in the Phase One
Recapitalization Transaction and (iii) in the event the Phase Two
Rights Offering is consummated by July 31 1996, the repurchase by the
Borrower of up to $2,800,000 of Class A-3 Preferred Limited
Partnership Interests, with the result that after giving effect to the
Phase Two Recapitalization Transaction, the partnership interests (and
rights to acquire partnership interests) in the Borrower shall be held
by the Persons and in the amounts to be set forth in Part B of
Schedule VIII hereto.

"Phase Two Rights Offering" shall mean the issuance to persons or
entities satisfactory to the Agent on or prior to July 31, 1996 of
Class A-1 Preferred Limited Partnership Interests in the Borrower, for
an aggregate amount of no more than $30,000,000 less the amount of
Class A-1 Preferred Limited Partnership Interests issued in the Phase
One Rights Offering.

"Second Amendment" shall mean the Second Amendment to this Agreement
dated April 26, 1996.

"Second Amendment Effective Date" shall have the meaning provided in
the Second Amendment.

7
<PAGE> 128

15. Section 11.01 of the Amended and Restated Credit
Agreement is further amended by deleting the definitions of "Consolidated
EBITA", "Consolidated Indebtedness", "Consolidated Interest Expense",
"Consolidated Net Worth", and "Management Investors" in their entirety and
inserting in lieu thereof, if applicable, the following new definitions:

"Consolidated EBITA" shall mean, for any period, (a) the sum of (i)
Consolidated Net Income (before provision for taxes and without giving
effect to any extraordinary gains or losses (but after giving effect
to accruals for insurance reserves) or gains or losses from sales of
assets other than inventory sold in the Ordinary Course of Business)
for such period, (ii) Consolidated Interest Expense for such period
deducted in arriving at Consolidated Net Income, (iii) the amount of
amortization of intangibles deducted in arriving at Consolidated Net
Income for such period minus (b) (i) consolidated interest income for
such period included in Consolidated Net Income and (ii) extraordinary
costs incurred in connection with the Refinancing Transaction and not
already included in Consolidated Net Income and (c) plus Healthcare
Adjustments (to the extent included in Consolidated Net Income) to the
extent they are losses and minus Healthcare Adjustments (to the extent
included in Consolidated Net Income) to the extent they are gains;
provided, that for purposes of calculating Consolidated EBITA for any
period ending on or prior to December 31, 1996, no effect shall be
given to the restructuring charge in an amount of up to $6,900,000
recorded by the Borrower in the fourth quarter of 1995.

"Consolidated Indebtedness" shall mean at any time all Indebtedness of
the Borrower and its Subsidiaries determined on a consolidated basis;
provided, that for purposes of calculating Consolidated Indebtedness
in Section 9.12, Consolidated Indebtedness shall be reduced by the
amount of cash and Cash Equivalents on hand of the Borrower and its
Subsidiaries at the time of such calculation.

"Consolidated Interest Expense" shall mean, for any period, the total
consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the
payment thereof) payable during such period in respect of all
Indebtedness of the Borrower and its Subsidiaries, on a consolidated
basis, for such period (including, without duplication, that portion
of Capitalized Lease Obligations of the Borrower and its Subsidiaries
representing the interest factor for such period); provided, that for
purposes of calculating Consolidated Interest Expense in Section 9.11
for any period, Consolidated Interest Expense shall be reduced by the
amount of interest income derived from investments by the Borrower and
its Subsidiaries in cash and Cash Equivalents for such period.

"Management Investors" shall mean those Persons listed on Schedule IX.

16. Pursuant to Section 9.13(iii)(A) of the Amended and
Restated Credit Agreement, the Banks party hereto hereby consent to the changes
in the Partnership Agreement of the Borrower reflected in the form of the
Amended and Restated Agreement of Limited Partnership, dated as of April 26,
1996, attached hereto as Annex C.

8
<PAGE> 129

17. Pursuant to Section 9.13(iv) of the Amended and Restated
Credit Agreement, the Banks party hereto hereby consent to the Securities
Purchase Agreement and exhibits attached thereto in the form attached hereto as
Annex D.

18. Pursuant Section 15(vi) and (vii) of the Partnership
Pledge and Security Agreement dated as of November 5, 1993 (the "Partner Pledge
Agreement") between the partners in the Borrower and the Collateral Agent, the
undersigned Banks and the Collateral Agent hereby consent to (i) the creation
of security interests and the filing of associated financing statements in
favor of the Borrower by certain Management Investors in connection with their
acquisition of partnership interests in the Borrower using, in part, funds
advanced to them by the Borrower for such purpose and (ii) the creation of a
security interest and the filing of associated financing statements in favor of
Mr. Charles Craig by Mr. John Sabre in connection with his acquisition of a
partnership interest in the Borrower, but in the case of Mr. Sabre only for the
period from the Second Amendment Effective Date until May 30, 1996; provided in
each case that the security interests described above shall at all times be
expressly subordinate to the security interests in all such partnership
interests created by such Management Investors and Mr. Sabre in favor of the
Collateral Agent for the benefit of the Secured Creditors.

19. Pursuant to Section 9.15 of the Amended and Restated
Credit Agreement, the Agent and the Banks party hereto hereby (a) consent to
the issuance by the Borrower of (i) Class A-1, A-2 and A-3 Preferred Limited
Partnership Interests as part of the Phase One Rights Offering and the Phase
Two Rights Offering, (ii) Class B Preferred Limited Partnership Interests to
William Mullis, Everett Southwick and other employee limited partners and (iii)
Class A-1 Preferred Limited Partnership Interests on or prior to July 31, 1996
as a result of a conversion thereto of Class A-3 Preferred Limited Partnership
Interests, provided in each case that such partnership interests are pledged to
the Collateral Agent pursuant to the Partnership Pledge and Security Agreement
dated as of November 5, 1993 and (b) waive execution of a Partner Assumption
Agreement by any entity becoming a new partner in the Borrower as of the Second
Amendment Effective Date through the exercise of an existing warrant to acquire
the same.

20. The Amended and Restated Credit Agreement is hereby
amended by adding new Schedule VIII (Part A) and Schedule IX in the form
attached hereto as Annex A and Annex B, respectively.

21. The Banks party hereto hereby waive compliance by the
Borrower (i) on or prior to December 31, 1995, with Sections 8.01(c), 9.09,
9.10, 9.11 and 9.12 of the Amended and Restated Credit Agreement and Section
9.03 (to the extent same was previously violated as a result of certain
repurchases of common limited partnership interests from departing employees)
and (ii) prior to the date hereof, with Section 9.06 (to the extent any
non-compliance is cured by the amendments contained in paragraph 6 above) and
Section 9.15 of the Amended and Restated Credit Agreement.

22. Representations. To induce the Agent and the Banks to
enter into this Amendment, each of the General Partner and the Borrower hereby
represents and warrants that (x) no Default or Event of Default exists on the
Second Amendment Effective Date after giving

9
<PAGE> 130

effect to this Amendment, (y) all of the representations and warranties
contained in the Credit Documents shall be true and correct in all material
respects on the Second Amendment Effective Date both before and after giving
effect to this Amendment with the same effect as though such representations
and warranties had been made on and as of the Second Amendment Effective Date
(it being understood that any representation or warranty made as of a specific
date shall be true and correct in all material respects as of such specific
date) and (z) the transactions contemplated by this Amendment do not require
the consent of any Person other than the Required Banks, including, without
limitation, any warrantholders or partners of the Borrower.

23. Amendment Effectiveness. This Amendment shall become
effective on the date (the "Second Amendment Effective Date") when (i) each of
the General Partner, the Borrower and the Required Banks shall have signed a
copy hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Agent at its Notice Office,
(ii) the Borrower shall have received aggregate gross cash proceeds of at least
$19,000,000 (but not more than $30,000,000) from the Phase One Rights Offering
and the Phase One Recapitalization Transaction shall have been consummated
(with the resulting repayment of all Revolving Loans), (iii) the Partner
Assumption Agreement in the form attached hereto as Annex E and all the
required UCC financing statements shall have been fully executed and delivered
to the Agent, (iv) the notes issued by certain members of management of the
Borrower to the Borrower pursuant to Section 9.06(vi) of the Amended and
Restated Credit Agreement (as amended hereby) shall have been pledged to the
Collateral Agent pursuant to the Borrower Pledge Agreement, dated as of
November 5, 1994, (v) the Borrower shall have paid to the Agent all fees and
compensation as have been agreed to in writing by the Borrower and the Agent
and all unpaid costs and expenses (including legal fees and expenses) of the
Agent and (vi) the undersigned Banks shall have received a satisfactory opinion
of counsel to the Borrower addressing such matters as may be required by the
Agent.

24. Miscellaneous. (a) This Amendment is limited as
specified and shall not constitute a modification, acceptance or waiver of any
other provision of the Amended and Restated Credit Agreement or any other
Credit Document.

(c) This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of the
State of New York.

* * *

10
<PAGE> 131

IN WITNESS WHEREOF, each of the parties hereto has caused
their duly authorized officers to execute and deliver a counterpart of this
Amendment as of the date first above written.

STAFF CAPITAL, L.P.

By its sole general partner,
Staff Acquisition, Inc.

By
---------------------------
Title:

STAFF ACQUISITION, INC.

By
---------------------------
Title:

BANQUE PARIBAS,
Individually, as Collateral
Agent and as Agent

By
---------------------------
Title:

NATIONSBANK OF FLORIDA, N.A.

By
---------------------------
Title:

PILGRIM AMERICA PRIME RATE
TRUST

By
---------------------------
Title:

<PAGE> 132

THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIRD AMENDMENT (this "Amendment"), dated as of August 31,
1996, among Staff Acquisition, Inc. (the "General Partner"), Staff Capital,
L.P. (the "Borrower"), the lending institutions party to the Amended and
Restated Credit Agreement referred to below (the "Banks") and Banque Paribas,
as Agent (in such capacity, the "Agent"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings provided such
terms in the Amended and Restated Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the parties hereto wish to amend the Amended and
Restated Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

1. Section 4.02(A)(c) of the Amended and Restated Credit
Agreement is hereby amended by deleting all references to "July 31, 1996"
contained therein and inserting "August 31, 1996" in lieu thereof.

2. Section 9.03 of the Amended and Restated Credit
Agreement is hereby amended by (i) deleting the reference to "July 31, 1996"
contained therein and inserting "August 31, 1996; provided that any equity
interests issued pursuant to the Phase Two Recapitalization Transaction which
are subject or entitled to mandatory redemption provisions contained in the
Partnership Agreement shall not be redeemed without the prior written consent
of the Required Banks" in lieu thereof.

3. Section 9.07(iv) of the Amended and Restated Credit
Agreement is hereby amended by deleting the reference to "July 31, 1996"
contained therein and inserting "August 31, 1996" in lieu thereof.

4. Section 9.15 of the Amended and Restated Credit
Agreement is hereby amended by (i) inserting the phrase, "or any options or
warrants to purchase, or instruments convertible into any partnership or other
equity interests," immediately after the phrase, "(including pursuant to an
Approved Incentive Plan)" contained in the first sentence thereof, (ii)
inserting the phrase, "upon issuance or upon conversion or exercise of such
options, warrants or other convertible instruments" immediately following the
phrase, "partnership interests are pledged" contained in the
<PAGE> 133

first sentence thereof and (iii) deleting the phrase "any partnership or other
equity interests" and inserting "general or preferred limited partnership
interests" in lieu thereof, contained in the second sentence thereof.

5. The definition of "Equity Repurchase" provided in
Section 11.01 of the Amended and Restated Credit Agreement is hereby amended by
(i) deleting the reference to "11%" contained therein and inserting "10.75%" in
lieu thereof, (ii) deleting the reference to "$3,000,000" contained therein and
inserting "2,902,500" in lieu thereof and (iii) deleting the reference to
"$9,900,000" contained therein and inserting "9,675,000" in lieu thereof.

6. The definitions of "Phase Two Recapitalization
Transaction" and "Phase Two Rights Offering" provided in Section 11.01 of the
Amended and Restated Credit Agreement are hereby amended by deleting the
references to "July 31, 1996" contained therein and inserting "August 31, 1996"
in lieu thereof.

7. The definition of "Phase Two Recapitalization"
provided in Section 11.01 of the Amended and Restated Credit Agreement is
hereby further amended by (i) deleting the "and" immediately preceding the
"(iii)" contained therein and inserting "," in lieu thereof and (ii) inserting
"and (iv) the payment of fees and expenses incurred in connection with and
arising out of the foregoing" at the end thereof.

8. The definition of "Phase Two Rights Offering"
provided in Section 11.01 of the Amended and Restated Credit Agreement is
hereby further amended by (i) inserting the phrase ", or options, warrants or
other convertible securities exercisable into Class A-1 Preferred Limited
Partnership Interests in the Borrower" immediately following the phrase "Class
A-1 Preferred Limited Partnership Interests in the Borrower" the first place it
appears therein.

9. Pursuant to Section 9.13(iii)(A) of the Amended and
Restated Credit Agreement, the Agent and the Banks party hereto hereby consent
to the changes to the Amended and Restated Agreement of Limited Partnership,
dated as of April 26, 1996, in the form of the Consent attached hereto as Annex
A.

10. Pursuant to Section 9.13(iv) of the Amended and
Restated Credit Agreement, the Agent and the Banks party hereto hereby consent
to the execution of the agreements related to equity interests of the Borrower
in connection with the Phase Two Recapitalization Transaction.

11. Pursuant to Section 9.15 of the Amended and Restated
Credit Agreement, the Agent and the Banks party hereto hereby consent to the
issuance and the future exercise, if applicable, of equity securities in
connection with the Phase Two Recapitalization Transaction, provided that all
such newly issued partnership interests are pledged to the Collateral Agent
pursuant to the Partner Pledge Agreement.

12. Pursuant to 9.2(a) of the Partnership Agreement, the
General Partner consents (i) to the pledge of the partnership interests issued
in connection with the Phase Two Recapitalization and (ii) to the transfer of
such pledged partnership interests to the Collateral Agent pursuant to the
remedies contained in the Partner Pledge Agreement).

2
<PAGE> 134

13. Section 22 of the Partner Pledge Agreement is hereby
amended by (i) adding the phrase, "or any other obligations of such Person"
immediately following the phrase "Obligations of the Borrower" contained
therein and (ii) adding the phrase, "except to the extent of the Collateral
pledged hereunder by such Person" immediately following the phrase, "under this
Agreement" contained therein.

14. Representations. To induce the Agent and the Banks to
enter into this Amendment, each of the General Partner and the Borrower hereby
represents and warrants that (x) no Default or Event of Default exists on the
Third Amendment Effective Date after giving effect to this Amendment, (y) all
of the representations and warranties contained in the Credit Documents shall
be true and correct in all material respects on the Third Amendment Effective
Date both before and after giving effect to this Amendment with the same effect
as though such representations and warranties had been made on and as of the
Third Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all material
respects as of such specific date) and (z) the transactions contemplated by
this Amendment do not require the consent of any Person other than the Required
Banks, including, without limitation, any warrantholders or partners of the
Borrower.

15. Amendment Effectiveness. This Amendment shall become
effective on the date (the "Third Amendment Effective Date") when (i) each of
the General Partner, the Borrower and the Required Banks shall have signed a
copy hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Agent at its Notice Office,
(ii) the Partner Assumption Agreement in the form attached hereto as Annex B
and all the required UCC financing statements shall have been fully executed
and delivered to the Agent and (iii) the Borrower shall have paid to the Agent
all fees and compensation as have been agreed to in writing by the Borrower and
the Agent and all unpaid costs and expenses (including legal fees and expenses)
of the Agent.

16. Miscellaneous. (a) This Amendment is limited as
specified and shall not constitute a modification, acceptance or waiver of any
other provision of the Amended and Restated Credit Agreement or any other
Credit Document.

(c) This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of the
State of New York.

* * *

3
<PAGE> 135

IN WITNESS WHEREOF, each of the parties hereto has caused
their duly authorized officers to execute and deliver a counterpart of this
Amendment as of the date first above written.

STAFF CAPITAL, L.P.

By its sole general partner,
Staff Acquisition, Inc.

By
---------------------------
Title:

STAFF ACQUISITION, INC.

By
---------------------------
Title:

BANQUE PARIBAS,
Individually, as Collateral
Agent and as Agent

By
---------------------------
Title:

NATIONSBANK OF FLORIDA, N.A.

By
---------------------------
Title:

PILGRIM AMERICA PRIME RATE
TRUST

By
---------------------------
Title:

<PAGE> 136

FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

FOURTH AMENDMENT (this "Amendment"), dated as of November __,
1996, among Staff Acquisition, Inc. (the "General Partner"), Staff Capital,
L.P. (the "Borrower"), the lending institutions party to the Amended and
Restated Credit Agreement referred to below (the "Banks") and Banque Paribas,
as Agent (in such capacity, the "Agent"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings provided such
terms in the Amended and Restated Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the parties hereto wish to amend the Amended and
Restated Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

1. Section 9.06 of the Amended and Restated Credit
Agreement is hereby amended by deleting the number "$1,000,000" appearing in
clause (vi) thereof and inserting the number "$2,000,000" in lieu thereof.

2. Section 9.09 of the Amended and Restated Credit
Agreement is hereby amended by deleting such Section in its entirety and
inserting in lieu thereof the following new Section 9.09:

<TABLE>
<CAPTION>
Fiscal Quarter Minimum
Ended Amount
-------------- --------
<S> <C>
September 30, 1996 $9,000,000
December 31, 1996 $11,500,000
March 31, 1997 $12,250,000
June 30, 1997 $13,250,000

</TABLE>
<PAGE> 137

<TABLE>
<S> <C>
September 30, 1997 $14,000,000
December 31, 1997 and $15,000,000
for each fiscal quarter
thereafter"
</TABLE>

3. Representations. To induce the Agent and the Banks to
enter into this Amendment, each of the General Partner and the Borrower hereby
represents and warrants that (x) no Default or Event of Default exists on the
Fourth Amendment Effective Date after giving effect to this Amendment, (y) all
of the representations and warranties contained in the Credit Documents shall
be true and correct in all material respects on the Fourth Amendment Effective
Date both before and after giving effect to this Amendment with the same effect
as though such representations and warranties had been made on and as of the
Fourth Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all material
respects as of such specific date) and (z) the transactions contemplated by
this Amendment do not require the consent of any Person other than the Required
Banks, including, without limitation, any warrantholders or partners of the
Borrower.

4. Amendment Effectiveness. This Amendment shall become
effective on the date (the "Fourth Amendment Effective Date") when (i) each of
the General Partner, the Borrower and the Required Banks shall have signed a
copy hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Agent at its Notice Office and
(ii) the Borrower shall have paid to the Agent all fees and compensation as
have been agreed to in writing by the Borrower and the Agent and all billed and
unpaid costs and expenses (including legal fees and expenses) of the Agent.

5. Miscellaneous. (a) This Amendment is limited as specified
and shall not constitute a modification, acceptance or waiver of any other
provision of the Amended and Restated Credit Agreement or any other Credit
Document.

(c) This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of the
State of New York.

* * *

2
<PAGE> 138

IN WITNESS WHEREOF, each of the parties hereto has caused
their duly authorized officers to execute and deliver a counterpart of this
Amendment as of the date first above written.

STAFF CAPITAL, L.P.

By its sole general partner,
Staff Acquisition, Inc.

By
---------------------------
Title:

STAFF ACQUISITION, INC.

By
---------------------------
Title:

BANQUE PARIBAS,
Individually and as Agent

By
---------------------------
Title:

NATIONSBANK OF FLORIDA, N.A.

By
---------------------------
Title:

PILGRIM AMERICA PRIME RATE TRUST

By
---------------------------
Title:

<PAGE> 139
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH AMENDMENT (this "Amendment"), dated as of March 5, 1997, among
Staff Acquisition, Inc. (the "General Partner"), Staff Capital, L.P. (the
"Borrower"), the lending institutions party to the Amended and Restated Credit
Agreement referred to below (the "Banks") and Banque Paribas, as Agent (in such
capacity, the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Amended
and Restated Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the General Partner, the Borrower, the Banks and the Agent are
parties to an Amended and Restated Credit Agreement, dated as of November 5,
1993 and amended and restated as of December 8, 1994 (as amended as of the date
hereof, the "Amended and Restated Credit Agreement");

WHEREAS, the parties hereto wish to amend the Amended and Restated
Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

1. Section 9.09 of the Amended and Restated Credit Agreement is
hereby amended by deleting such Section in its entirety and inserting in lieu
thereof the following new Section 9.09:

"9.09 Minimum EBITDA. The Borrower will not permit its Consolidated EBITDA
for the period of four consecutive fiscal quarters (taken as one accounting
period) ending on each date set forth below to be less than the amount set
forth opposite such date:

Fiscal Quarter Minimum
Ended Amount
-------------- -------

December 31, 1996 $11,500,000
March 31, 1997 $12,760,000

<PAGE> 140
June 30, 1997 $13,460,000
September 30, 1997 $16,885,000
December 31, 1997 and $19,500,000
for each fiscal quarter
thereafter"

2. Section 9.18 of the Amended and Restated Credit Agreement is
hereby amended by deleting such Section in its entirety and inserting in lieu
thereof the following new Section 9.18:

"9.18 Limitation on Healthcare Adjustments. The aggregate amount of
Adjustment for any fiscal year shall not be a loss greater than the amount
set forth below opposite such fiscal year:

Fiscal Year Loss Amount
----------- -----------

1996 $10,500,000
1997 $ 6,500,000
1998 $ 4,000,000
1999 $ 3,500,000

3. Representations. To induce the Agent and the Banks to enter into
this Amendment, each of the General Partner and the Borrower hereby represents
and warrants that (x) no Default or Event of Default exists on the Fifth
Amendment Effective Date (as hereinafter defined) after giving effect to this
Amendment, (y) all of the representations and warranties contained in the
Credit Documents shall be true and correct in all material respects on the
Fifth Amendment Effective Date both before and after giving effect to this
Amendment with the same effect as though such representations and warranties
had been made on and as of the Fifth Amendment Effective Date (it being
understood that any representation or warranty made as of a specific date shall
be true and correct in all material respects as of such specific date) and (z)
the transactions contemplated by this Amendment do not require the consent of
any Person other than the Required Banks, including, without limitation, any
warrantholders or partners of the Borrower.

4. Amendment Effectiveness. This Amendment shall become effective on
the date (the "Fifth Amendment Effective Date") when (i) each of the General
Partner, the Borrower and the Required Banks shall have signed a copy hereof
(whether the same or different copies) and shall have delivered (including by
way of telecopier) the same to the Agent at its Notice Office and (ii) the
Borrower shall have paid to the Agent all fees and compensation as have been
agreed to in writing by the Borrower and the Agent and all billed and unpaid
costs and expenses (including legal fees and expenses) of the Agent.

<PAGE> 141

5. Miscellaneous. (a) This Amendment is limited as specified and
shall not constitute a modification, acceptance or waiver of any other
provision of the Amended and Restated Credit Agreement or any other Credit
Document.

(b) This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.

(c) This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the law of the State of
New York.

(d) All references in the Amended and Restated Credit Agreement and each of
the other Credit Documents to the Amended and Restated Credit Agreement shall
be deemed to be references to the Amended and Restated Credit Agreement after
giving effect to this Amendment.

* * *

<PAGE> 142

IN WITNESS WHEREOF, each of the parties hereto has caused their duly
authorized officers to execute and deliver a counterpart of this Amendment as
of the date first above written.

STAFF CAPITAL, L.P.

By its sole general partner,
Staff Acquisition, Inc.

By: /s/ Richard Goldman
---------------------------
Title: President

STAFF ACQUISITION, INC.

By: /s/ Richard Goldman
---------------------------
Title: President

BANQUE PARIBAS,
Individually and as Agent

By: /s/
---------------------------
Title: Vice President

By: /s/
---------------------------
Title: Managing Director

NATIONSBANK OF FLORIDA, N.A.

By: /s/
---------------------------
Title: Vice President

<PAGE> 143

PILGRIM AMERICA PRIME RATE
TRUST

By /s/ Michael J. Bacevila
--------------------------
Title: MICHAEL J. BACEVILA
VICE PRESIDENT

<PAGE> 1
EXHIBIT 10.7

================================================================================
AGREEMENT OF LEASE

BETWEEN

QUIXOTIC INVESTMENT HOLDINGS, INC.
(LANDLORD)

AND

STAFF CAPITAL, L.P.
(TENANT)

Dated March 27, 1995

================================================================================

<PAGE> 2

AGREEMENT OF LEASE
BETWEEN
QUIXOTIC INVESTMENT HOLDINGS, INC.
(LANDLORD)
AND
STAFF CAPITAL, L.P.
(TENANT)

Dated March 27, 1995

================================================================================

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
1. DEMISED PREMISES.................................................. 1

2. TERM.............................................................. 1

3. FIXED RENT........................................................ 2

4 . INITIAL IMPROVEMENTS.............................................. 3

5. USE............................................................... 9

6. COMMON AREAS...................................................... 9

7. ADDITIONAL RENT................................................... 10

8. UTILITY CHARGES................................................... 16

9. SPECIAL COVENANTS OF LANDLORD..................................... 16

10. REPRESENTATIONS AND WARRANTIES OF LANDLORD........................ 17

11. REPRESENTATIONS AND WARRANTIES OF TENANT.......................... 19

12. SPECIAL COVENANTS OF ............................................. 19

13. REPAIRS & MAINTENANCE............................................. 20

14. ALTERATIONS....................................................... 21
</TABLE>

- i -

<PAGE> 3

<TABLE>
<S> <C> <C>
15. NON-LIABILITY OF LANDLORD.......................................... 22

16. DAMAGE TO DEMISED PREMISES......................................... 23

17. CONDEMNATION....................................................... 24

18. EVENTS OF DEFAULT BY TENANT AND LANDLORD'S REMEDIES................ 24

19. INDEMNIFICATION.................................................... 27

20. DEFAULT BY LANDLORD; SELF-HELP..................................... 27

21. PURCHASE OPTION.................................................... 27

22. RIGHT OF FIRST OFFER TO PURCHASE................................... 28

23. PROCEDURE UPON ELECTION TO PURCHASE................................ 29

24. RIGHT OF FIRST OFFER TO LEASE...................................... 30

25. EXPANSION OPTION SPACE............................................. 30

26. SIGNS AND RENAMING OF THE BUILDING................................. 31

27. SUBORDINATION; NONDISTURBANCE...................................... 31

28. ASSIGNMENT AND SUBLET; LIENS....................................... 33

29. INSURANCE.......................................................... 33

30. INSPECTION AND ACCESS BY LANDLORD.................................. 35

31. SURRENDER; HOLDOVER................................................ 35

32. CONSENTS........................................................... 36

33. LEGAL FEES AND COURT COSTS......................................... 36

34. MEMORANDUM OF LEASE................................................ 36

35. NOTICES............................................................ 37

</TABLE>

- ii -

<PAGE> 4

<TABLE>
<S> <C> <C>
36. BROKERS............................................................ 38

37. ARBITRATION........................................................ 38

38. SEVERABILITY....................................................... 39

39. GOVERNING LAW...................................................... 39

40. ESTOPPEL........................................................... 39

41. HEADINGS........................................................... 39

42. ENTIRE AGREEMENT................................................... 39

43. PARTIES BOUND; BENEFITS............................................ 39

44. RADON GAS DISCLOSURE............................................... 39

45. FORCE MAJEURE...................................................... 40

46. GUARANTY OF MARK FAMIGLIO.......................................... 40
</TABLE>

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<PAGE> 5

List of Exhibits

<TABLE>
<S> <C>
EXHIBIT 1: Description of Land and Plan of Demised Premises

EXHIBIT 4.1: Tenant Specifications

EXHIBIT 4.8: Preliminary Design and Construction Schedule

EXHIBIT 5: Leasing Criteria

EXHIBIT 9.9: Development and Site Plans

EXHIBIT 10.2: Schedule of Permitted Exceptions

EXHIBIT 10.6: Schedule of Environmental Reports

EXHIBIT 10.7: Form of Confirmation of Lease Term and Bringdown of
Representations and Warranties

EXHIBIT 40: Form of Estoppel Certificate and Statement
</TABLE>

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<PAGE> 6

LEASE AGREEMENT

THIS IS A LEASE AGREEMENT ("Lease") dated this ______ day of March,
1995, between QUIXOTIC INVESTMENT HOLDINGS, INC., a Florida corporation with
offices at 1247 Mandalay Point, Sarasota, Florida 34242 ("Landlord"), and STAFF
CAPITAL, L.P., a Delaware limited partnership whose sole general partner is
STAFF ACQUISITION, INC, a Delaware corporation with offices at 1301 6th Avenue,
West, Bradenton, Florida 34209 ("Tenant").

In consideration of the covenants and promises herein contained,
Landlord and Tenant agree as set forth below:

1. DEMISED PREMISES. Landlord hereby leases to Tenant and Tenant hereby
rents from Landlord 86,298 rentable square feet of space on the first and second
floors of the former Best Products showroom facility (the "Building") that
includes a portion of the first floor in the adjoining retail building, together
with the adjacent courtyard and three loading docks as more particularly
described on Exhibit 1 attached hereto (the "Demised Premises"), being a part of
the DeSoto Center (the "Center"), situate in the County of Manatee, State of
Florida, together with the nonexclusive right, in common with the rights of all
other tenants of the Center and their invitees, to use all Common Areas (as
defined in Paragraph 6 hereof).

2. TERM.

2.1 Initial Term. The term of this Lease (the "Lease Term") shall
commence on the date hereof and shall expire on the tenth (10th) anniversary of
the Rent Commencement Date (hereinafter defined) unless extended or sooner
terminated as provided herein; provided that if such tenth anniversary is other
than the last day of a calendar month, the Lease Term shall expire on the last
day of the calendar month in which such tenth (10th) anniversary occurs.
Notwithstanding anything in this Lease to the contrary, Tenant may take
possession of and occupy the Demised Premises at any time after the date the
Building Renovations and Tenant Improvements are Substantially Completed (as
such terms are hereinafter defined) (the "Occupancy Commencement Date").

2.2 Renewal Options. Tenant shall have the right and option (the
"Renewal Right") to extend the term of this Lease for two additional terms of
five (5) years each (each, a "Renewal Term") on all of the same terms and
conditions contained in this Lease. Tenant shall exercise each Renewal Right by
giving Landlord written notice thereof at least six (6) months prior to the
expiration of the then current Lease Term or Renewal Term, as the case may be,
and if such renewal is effectively exercised, the Renewal Term shall
automatically commence upon the expiration of the previous Lease Term or Renewal
Term, as the case may be; provided, however, that in the event Tenant fails to
give such notice as aforesaid, the time period within which Tenant may exercise
any such Renewal Right shall be extended until the fifteenth (15th) day
following receipt of Landlord's written notice to Tenant that Tenant has failed
to exercise such option in a timely manner (which notice shall specifically
reference such fifteen (15) day extension period). For purposes of this Lease,
the "Lease Term" shall be deemed to include any Renewal Term exercised by
Tenant.

<PAGE> 7

3. FIXED RENT.

3.1 Fixed Rent. From and after the later to occur of (i) January 1,
1996 and (ii) the date the Building Renovations and Tenant Improvements are
Substantially Completed (the later of the dates determined under clauses (i) and
(ii) being hereinafter referred to as the "Rent Commencement Date") Tenant shall
pay to Landlord annual fixed rent (the "Fixed Rent") as follows:

(a) During the first two Lease Years (hereinafter defined), the
annual Fixed Rent shall be $901,814 per year; and

(b) Thereafter the Fixed Rent shall be increased each Lease
Year (i.e., beginning with the third Lease Year and continuing throughout any
Renewal Term) by an amount equal to the lesser of (1) the greater of (i) 3% or
(ii) the percentage increase in the Consumer Price Index (hereinafter defined)
for the Current Month (hereinafter defined) over the Consumer Price Index for
the Base Month (hereinafter defined) and (2) 6%. For purposes of the foregoing,
the "Current Month" shall mean, for each calculation, the last calendar month of
the Lease Year immediately preceding the Lease Year for which the Fixed Rent
adjustment is to become effective (i.e., the last month of the second Lease Year
with respect to the Fixed Rent adjustment for the third Lease Year) and the
"Base Month" shall mean, for each calculation, the corresponding calendar month
for the year immediately prior to the relevant Current Month. By way of example,
if the third Lease Year commences January 1, 1998, the Current Month and Base
Month shall, for purposes of calculating the adjustment to Fixed Rent for the
third Lease Year, be December, 1997, and December, 1996, respectively. In
addition, if the Consumer Price Index for such one year period increased 8%, the
new Fixed Rent applicable for the third Lease Year would be $955,923 (i.e., the
Fixed Rent increase would be limited to 6%). For purposes of this Lease, the
term "Consumer Price Index" means the Consumer Price Index - U.S., All Items and
Major Group Figures for All Urban Consumers (1982/84 = 100), issued by the
Bureau of Labor Statistics of the United States Department of Labor; provided
that if such Index is discontinued, the parties shall mutually agree on a
reasonably comparable index published by the federal government, any agency
thereof or another reputable and responsible party which reflects the purchasing
power of urban consumers nationwide. In the event the parties are unable to
agree on a substitute index, the matter shall be submitted to arbitration in
accordance with Paragraph 37 hereof. Until a Fixed Rent adjustment is
determined, Tenant shall pay Fixed Rent at the then prevailing rate plus 4 1/2%
annually and at such time as the actual rate is determined, either (1) if the
actual increase exceeds 4 1/2%, Tenant will, to the extent necessary, pay to
Landlord within 30 days after final determination of the adjusted Fixed Rent,
the amount necessary to bring Tenant current in its Fixed Rent obligations for
the new Lease Year based on such adjustment, or (2) if the increase is less than
4 1/2%, Landlord will refund to Tenant within thirty (30) days after final
determination, the excess Fixed Rent paid to Landlord.

(c) In addition to the Fixed Rent, Tenant shall pay the amount
of any use or sales tax imposed on the Fixed Rent and Additional Rent provided
hereunder by the State of Florida or any federal or local government, which
taxes shall be paid at the same time and in the same manner as each

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<PAGE> 8

corresponding payment of Fixed Rent or Additional Rent under this Lease.
Landlord shall notify Tenant of the amount of such rent taxes.

3.2 Payment Terms. For purposes of this Lease, the term "Lease
Year" shall mean the consecutive twelve (12) month period beginning on the Rent
Commencement Date and each consecutive twelve (12) month period thereafter
during the Lease Term which commences on an anniversary of the Rent
Commencement Date. All annual Fixed Rent shall be payable in equal monthly
installments, in advance, on the first day of each calendar month during the
Lease Term beginning with the Rent Commencement Date, without notice, demand or
counterclaim except as provided herein. No Fixed Rent or other amounts shall be
payable under this Lease until the Rent Commencement Date. If the Rent
Commencement Date is a day other than the first day of a calendar month, the
Fixed Rent, as well as any Additional Rent (hereinafter defined), payable by
Tenant for such first fractional month shall be payable on such date and shall
be such proportion of the monthly Fixed Rent or Additional Rent as the number
of days in such fractional month bears to the total number of days in the
calendar month. Notwithstanding any of the foregoing to the contrary, if and to
the extent Substantial Completion of the Building Renovations and/or Tenant
Improvements is delayed by reason of a Tenant Delay (hereinafter defined), the
date determined under clause (ii) above shall be the date the Building
Renovations and Tenant Improvements would have been Substantially Completed but
for such Tenant Delay.

4. INITIAL IMPROVEMENTS.

4.1 Building Renovations and Tenant Improvements. Landlord shall,
at its sole cost and expense, Substantially Complete (as defined in Paragraph
4.2) the renovations to the Building and base building systems (the "Building
Renovations") and the initial improvements to the Demised Premises (the "Tenant
Improvements") in accordance with the specifications therefor identified on
Exhibit 4.1 attached hereto (the "Tenant Specifications") and the Plans and
Specifications (hereinafter defined). Promptly following the execution of this
Lease, but not later than April 25, 1995, Landlord shall have prepared, at its
sole cost and expense, and shall deliver to Tenant for its approval, a complete
set of construction drawings for the Building Renovations and Tenant
Improvements (the "Plans and Specifications"), which Plans and Specifications
shall (1) be prepared by Patrick M. Pillot, A.I.A. (the "Architect") in
consultation with Donald Lawson, A.I.A., Tenant's architect (the "Consulting
Architect"), (2) be in compliance with all applicable building, fire, life
safety, handicapped accessibility (including Americans with Disability Act) and
zoning laws, codes, ordinances, rules and regulations (collectively "Building
Codes") and (3) be consistent with the Tenant Specifications. Tenant shall
accept or reject the Plans and Specifications within twenty-four (24) hours
after receipt thereof (excluding weekends) and if it rejects such Plans and
Specifications it shall state with particularity its reasons therefor. It is the
intent of the parties that, when submitted to the Tenant for final approval, the
Plans and Specifications be in final form due to the Consulting Architect's
ongoing involvement in and review thereof. Landlord shall cause the Architect to
revise the Plans and Specifications promptly upon receipt of any Tenant
rejection, consistent with Tenant's requirements; provided that any dispute with
respect to the approval of such Plans and Specifications shall be submitted to
binding arbitration in accordance with Paragraph 37 hereof. Landlord shall not
deviate from the Specifications or approved Plans and Specifications without the
written consent of Tenant.

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<PAGE> 9

4.2 Substantial Completion. Landlord shall Substantially Complete the
Building Renovations and Tenant Improvements no later than November 1, 1995 (the
"Outside Date"), which date shall be extended only if and to the extent Landlord
is unable to achieve Substantial Completion by such date as a result of
documented delays directly attributable to (1) Tenant in approving the Plans and
Specifications or in connection with any Tenant initiated Change Order pursuant
to Paragraph 4.3 below or (2) Tenant's contractors in connection with any
cabling or related work for Tenant's computer or telecommunications systems, to
the extent such work unreasonably interferes with Landlord's contractors (any
event under clause (1) or (2) being hereinafter defined as a "Tenant Delay") or
(3) a Force Majeure (defined in Paragraph 45 below). The Building Renovations
and Tenant Improvements shall be deemed to be substantially completed
("Substantially Completed", "Substantial Completion" or "Substantially
Complete") when (a) all work specified to be done in the Plans and
Specifications has been completed in accordance with the approved Plans and
Specifications, as certified by the Architect and the Consulting Architect,
except for (i) minor items as identified in a "punch list" created by Tenant
pursuant to Paragraph 4.6 hereof, which punch list items, either individually or
in the aggregate, will not interfere with the efficient performance of Tenant's
employees or business in the Demised Premises or with Tenant's installation of
improvements, trade fixtures, furniture, computers and the like, as determined
by Tenant (the "Punch List Items"), or (ii) furniture or office or computer
equipment to be installed or furnished by Tenant; (b) Landlord shall have
obtained and delivered to Tenant a copy of the certificate of occupancy relating
to the entire Building and Demised Premises issued by the governmental authority
or authorities having jurisdiction over the Demised Premises (the "Certificate
of Occupancy") evidencing that the Building and Demised Premises are in
compliance with any and all applicable Building Codes; and (c) the Building and
Demised Premises are broom clean, free of debris and vacant of any persons
(including, without limitation, Landlord's employees) or tenants. Landlord shall
pay all of the costs associated with the Building Renovations and Tenant
Improvements; provided, however, Tenant shall be responsible for incremental
costs attributable to Tenant initiated change orders to the Tenant
Specifications or Plans and Specifications (the additional cost thereof to be
identified in such change order).

4.3 Proposed Changes by Tenant. Subject to the terms of this Paragraph
4.3, Tenant shall have the right to require changes to the Building Renovations
or Tenant Improvements after the Plans and Specifications have been approved.
Any such change in the Building Renovations or Tenant Improvements requested by
Tenant shall be subject to the prior approval of Landlord, which approval may
only be withheld if the change will extend the Rent Commencement Date or
increase the cost of the work performed by Landlord (unless, in the case of an
increase in cost), Tenant agrees to compensate Landlord fully therefor). Any
change requested by Tenant shall also be subject to the following:

(a) Any such request by Tenant shall only be made by a written
request signed by McKay and Heagerty, Inc. or such other or additional
representative designated by Tenant in writing from time to time ("Tenant's
Representative");

(b) Within 10 days after receipt of such request ("Change Order"),
Landlord shall specify in writing to Tenant's Representative the additional cost
of such work, if any, (the "Excess Cost") and/or whether such change will result
in a delay in Substantial Completion of the Building Renovations or

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<PAGE> 10

Tenant Improvements (including Landlord's best estimate of the extent of such
delay) (the "Impact Notice"). Tenant's Representative shall approve or reject
the Change Order in writing within 10 days after receipt of the Impact Notice.
Landlord shall not commence with such additional work or the deletion of any
work contained in a proposed Change Order until such written authorization is
received. In determining the Excess Cost (or any reduction in cost) associated
with any Change Order, the cost of the additional or deleted work shall equal
the actual third party cost of such work to Landlord (supported by bid
information) provided that the total mark-up for overhead and profit of the
Contractor (hereinafter defined) shall not exceed 15%. There shall be no mark-up
for Landlord in respect of such work, provided that Landlord shall have the
right to share the foregoing 15% Contractor's mark-up with such Contractor.

(c) Any Excess Cost authorized hereunder shall be paid by Tenant
within ten (10) days after completion of the excess work, subject to Tenant
receiving a detailed invoice with respect to the work completed including
supporting bills and documentation. Any cost savings resulting from any change
order shall be shared equally between Landlord and Tenant. Tenant's share of
such savings shall be effected by a reduction in the annual Fixed Rent equal to
the annual amount necessary to amortize such lump sum savings over the initial
ten (10) year Lease Term assuming an interest rate of 10% per annum.

(d) For purposes of this Lease, the term "Plans and Specifications"
shall include any changes thereto effected by properly authorized Change Orders.
Any dispute as to Landlord's failure to approve a Change Order, the information
contained in the Impact Notice, the Excess Cost (or cost savings) or duration of
any delay or existence of Punch List Items shall be settled in accordance with
Paragraph 37.

4.4 Access By Tenant. Landlord will afford Tenant reasonable access to
the Demised Premises prior to Substantial Completion of the Building Renovations
and Tenant Improvements for the purpose of allowing Tenant to inspect, measure,
install and arrange for the installation of fixtures, equipment and other finish
activity, but only to the extent that such activity proceeds without interfering
with Landlord's contractors, subcontractors, and their respective employees.
While affording such prior access to Tenant, Landlord shall not be entitled to
any Rent, nor shall any Rent be accrued by reason of such access. In connection
with the foregoing, Landlord shall, in developing its construction schedule for
the work, coordinate with Tenant so as to ensure that Tenant's installation of
its telecommunications and computer system can be accomplished in the most
efficient and cost effective manner. In the event any such work undertaken by
Tenant's contractor or subcontractors shall conflict with Landlord's completion
schedules (notwithstanding Landlord's prior consent) or if Tenant's contractor
or subcontractors shall cause jurisdictional labor disputes, then in that event
Landlord shall have the sole right and authority to order Tenant and its
contractor, subcontractors or agents to remove themselves from the Demised
Premises until such time as Landlord completes its work or otherwise determines
in its reasonable discretion that Tenant may continue its installation work
theretofore permitted. Tenant shall indemnify, defend and hold harmless Landlord
from and against any and all claims, suits, damages, expenses and reasonable
attorneys' fees arising out of or in connection with any negligent act or
omission of Tenant and its contractors and subcontractors while at the Demised
Premises under this Paragraph 4.4.

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<PAGE> 11

4.5 Standard of Work. All construction work performed by Landlord shall
be done in a good, workmanlike manner and in compliance with all applicable
Building Codes and with all applicable rules and guidelines of Landlord's
insurers of the Building. Landlord agrees to correct or cause to be corrected,
at its sole cost and expense, all defects in construction performed by or on
behalf of Landlord promptly after written notice thereof from Tenant in
accordance with Paragraph 13.2 hereof.

4.6 Inspection. Landlord shall provide Tenant with 30 days' prior
written notice of the date it expects the Building Renovations and Tenant
Improvements to be Substantially Completed. Tenant and Landlord shall then
perform a physical inspection of the Building and Demised Premises at which time
Landlord shall deliver to Tenant the Architect's Certificate and the Certificate
of Occupancy for the Building and Demised Premises pursuant to clauses (a) and
(b) of Paragraph 4.2, and Landlord and Tenant shall identify in writing the
Punch List Items yet to be completed by Landlord. Landlord's failure to provide
the foregoing 30-day notice shall not constitute a default by Landlord
hereunder; however, the Occupancy Commencement Date shall not occur less than 30
days after the foregoing notice is actually given by Landlord unless Tenant
actually takes possession of the Demised Premises for purposes of conducting its
business prior to the expiration of such 30 day period. Tenant's failure to
identify any item of defective, incomplete or nonconforming work on the punch
list shall not excuse Landlord's obligations under this Paragraph 4 or its
remedial obligations under Paragraph 13.2 hereof. After the Occupancy
Commencement Date, Landlord, its agents and/or contractors may enter the Demised
Premises from time to time after reasonable notice to Tenant to complete the
Punch List Items and shall do so with reasonable dispatch and without
unreasonable interference to Tenant's business.

4.7 Self-help Rights of Tenant. If, (1) construction of the Building
Renovations and Tenant Improvements has not commenced by June 30, 1995 (as
extended pursuant to Paragraphs 4.10 and 45) (the "Commencement of Construction
Date"), (2) the Building Renovations and Tenant Improvements are not
Substantially Completed by the Outside Date (as extended pursuant to Paragraphs
4.10 and 45), or (3) the Punch List Items are not completed within sixty (60)
days after Landlord's receipt of Tenant's punch list (as extended pursuant to
Paragraphs 4.10 and 45), Tenant shall, upon written notice to Landlord, have the
right to complete such Building Renovations and Tenant Improvements or Punch
List Items, as the case may be, and offset all costs thereof, together with
interest at the Default Rate (hereinafter defined) from the date such amounts
are actually advanced by Tenant until the date of offset, against the Rent due
hereunder; provided, however, that in the event construction of the Building
Renovations and Tenant Improvements has not commenced by the Commencement of
Construction Date or in the event the Building Renovations and Tenant
Improvements are not at least 70% completed on or before the Outside Date (as
extended pursuant to Paragraphs 4.10 and 45), Tenant shall also have the right
to purchase the Center as provided in Paragraph 21 hereof.

4.8 Completion Incentive Payment. In the event the Building Renovations
and Tenant Improvements are Substantially Completed prior to the Outside Date
(as extended pursuant to Paragraphs 4.10 and 45 hereof), Tenant shall pay to
Landlord an incentive payment (the "Completion Incentive Payment") equal to the
product of (1) $2,000 and (2) the number of days prior to the Outside Date (as
extended pursuant to Paragraphs 4.10 and 45 hereof) that the Building
Renovations and Tenant

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<PAGE> 12

Improvements are delivered Substantially Completed by Landlord; provided that in
no event shall the Completion Incentive Payment exceed $62,000. By way of
example, if the Outside Date is November 1, 1995 and the work is Substantially
Completed by October 20, 1995, the Completion Incentive Payment shall be $22,000
(i.e., 11 days times $2,000), and if such work is Substantially Completed by
September 10, 1995, the Completion Incentive Payment shall be $62,000 (i.e.,
such payment is capped at $62,000). The Completion Incentive Payment shall be
paid by Tenant when all Punch List items are completed. Landlord acknowledges
and agrees that the Completion Incentive Payment is a one-time payment that
Tenant has agreed to make to Landlord as an incentive for Landlord to
Substantially Complete the Building Renovations and Tenant Improvements by the
Outside Date (as extended pursuant to Paragraphs 4.10 and 45 hereof); provided,
however, that the Completion Incentive Payment shall not have been earned and
Tenant shall not have an obligation to make such one-time payment to Landlord
unless the Building Renovations and Tenant Improvements are in fact
Substantially Completed prior to the Outside Date (as extended pursuant to
Paragraphs 4.10 and 45 hereof). Based on its experience and expertise, Landlord
believes that the design and construction schedule for the work described herein
as identified on Exhibit 4.8 is realistic and that it can achieve the milestones
established therein.

4.9 Delay Damages. Landlord acknowledges and agrees that Tenant will
suffer financial loss if the Building Renovations and Tenant Improvements are
not Substantially Completed by the Outside Date (as extended pursuant to
Paragraphs 4.10 and 45). In connection with the foregoing, if the Building
Renovations and Tenant Improvements are not Substantially Completed by the
Outside Date (as extended pursuant to Paragraphs 4.10 and 45), Landlord agrees
that it shall be liable for and shall pay to Tenant as Stipulated, Fixed, Agreed
Upon and Liquidated Damages (and not as a penalty), a per diem amount equal to
$2,000 for each calendar day of delay beyond the Outside Date (as extended
pursuant to Paragraphs 4.10 and 45) but prior to December 1, 1995 (as extended
pursuant to Paragraphs 4.10 and 45) and an additional per diem amount equal to
$3,000 for each calendar day of delay from and after December 1, 1995 (as
extended pursuant to Paragraphs 4.10 and 45) (the "Delay Damages") until all
such work is Substantially Completed. By way of example, if the Outside Date is
November 1, 1995 and the date of Substantial Completion is December 10, 1995,
the Delay Damages would be $90,000 (i.e., (30 x $2,000) plus (10 x $3,000)). The
Delay Damages represent a reasonable endeavor by the parties to estimate a fair
compensation for the foreseeable losses which might result from such delay, it
being understood that the amount of actual damages would be extremely difficult,
impracticable or impossible to ascertain. The Delay Damages do not include and
specifically exclude any costs, expenses and damages to Tenant caused by claims
made against Tenant by any third person as a consequence of such delay. Tenant
reserves the right to prove and recover additional damages beyond the Delay
Damages in the event such delay results in third party claims against Tenant. In
addition to the foregoing, Tenant shall have the rights and remedies provided in
Paragraphs 4.7 and 21. For purposes hereof, a calendar day includes each day of
the week, including weekends and holidays.

4.10 Effect of Tenant Delay on Landlord Obligations. For purposes of
this Paragraph 4, any date or time period fixed for the performance of any
obligations of Landlord or for Tenant's self-help rights shall be extended for a
period of time equal to the documented Tenant Delay; provided that Landlord
provides Tenant with written notice of such Tenant Delay within five (5) days
after the occurrence of facts

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<PAGE> 13

giving rise thereto, which notice shall include Landlord's best estimate of the
duration of such delay at such time. Landlord's failure to notify Tenant of a
potential Tenant Delay as aforesaid shall be an affirmative waiver of any future
claim of Tenant Delay arising out of said facts.

4.11 Contractor; Input of Tenant's Professionals. Landlord hereby
agrees that it shall engage Dooley & Mac Constructors as the general contractor
for the Building Renovations and Improvements ("Contractor") and will not
discharge Contractor from the project unless replaced with another reputable,
bondable contractor. Landlord's contract with the Contractor shall provide,
among other things, (1) that the Contractor shall provide a payment and
performance bond from a reputable surety for the full contract price, (2) that
Contractor will be subject to and bound by any arbitration under Paragraph 37
hereof, and (3) for liquidated damages consistent with Paragraph 4.9. Throughout
the design and construction phases of the project, Landlord will afford (and
cause the Architect and Contractor to afford) the Consulting Architect and
Tenant's Representative the opportunity to attend and actively participate in
all job meetings and will provide or cause to be provided to such parties
simultaneous copies of all material correspondence, reports or other documents
relating to the project. In connection with the foregoing, the Consulting
Architect and Tenant's Representative shall be provided not less than 24 hours
notice of any scheduled job meetings and reasonable notice of any other material
job meetings. Landlord hereby acknowledges that the involvement and
participation of the Consulting Architect and Tenant's Representative in the
design and construction process is critical to Tenant's decision to enter into
this Lease and, in connection therewith, Landlord agrees that it shall consider
and incorporate all reasonable suggestions of such parties in connection with
the project (including the sequencing of the work, value engineering suggestions
and the like) so long as they are consistent with the terms of this Lease and do
not increase the project cost or time for Substantial Completion; provided that
the participation of such parties on behalf of Tenant hereunder shall not excuse
Landlord's performance under this Paragraph 4 or its obligations hereunder. It
is the intent of the parties that the Consulting Architect participate in the
development of the Plans and Specifications so as to ensure that they are
approved in a timely manner; provided that the Architect shall ultimately be
responsible for such Plans and Specifications and their compliance with all
laws.

4.12 Tenant Work. Notwithstanding anything herein to the contrary,
Tenant shall, at its sole cost and expense, be responsible for constructing the
concrete sound barrier around the new chiller (as described in the
Specifications); provided, however, that if such sound barrier does not reduce
the noise level of the chiller, measured at the property line, to a level which
complies with applicable zoning laws and other Building Codes, Tenant shall, at
its sole cost and expense, take such remedial actions as shall be necessary to
achieve such compliance. In addition to the foregoing, Tenant shall be solely
responsible for (and the Building Renovations and Tenant Improvements shall
specifically exclude) specialized electronic lightning protection systems as
well as any specialized electric systems relating to the maintenance and
operation of Tenant's computers. (Stainless steel stairwells and handrails and
mahogany in the elevators will be eliminated from Tenant's spec book.)

4.13 Fees for Tenant's Representatives. Tenant shall have the right
(the "Tenant Professionals' Reimbursement Election"), exercisable by written
notice to Landlord any time prior to the Occupancy Commencement Date, to cause
Landlord to pay the actual fees of its Tenant Representative and

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<PAGE> 14

the Consulting Architect in the aggregate amount of $160,000 (the "Tenant
Professionals' Payment"). The Tenant Professionals' Payment shall be paid as
follows: $21,000 per month for the months of May, 1995 through and including
October, 1995, and $34,000 upon Substantial Completion, such payments to be made
within five (5) business days after written direction from Tenant. In the event
the Tenant exercises the Tenant Professionals' Reimbursement Election, the
annual Fixed Rent shall be increased by an amount equal to $26,039.

4.14 Additional Landlord Work to the Center. Within 24 months after the
Occupancy Commencement Date, Landlord shall, at its sole cost and expense (but
separate and apart from the Building Renovation), renovate the exterior facade
of the balance of the tenant premises in the Center consistent with the new
facade for the Demised Premises (both as to color and materials), so as to
achieve an integrated and consistent appearance throughout the Center.

5. USE. The Demised Premises shall be used and occupied for general office
and ancillary purposes only; provided that the one story portion of the Demised
Premises identified on Exhibit 1 (the "Former Retail Premises") may also be used
for any retail purpose which (1) does not violate any then existing exclusive
use granted by Landlord to any existing retail tenant of the Center in its lease
and (2) does not violate the restrictions set forth in Exhibit 5 attached hereto
(the "Leasing Criteria"). Tenant covenants and agrees to use and occupy the
Demised Premises in accordance with and subject to all applicable zoning
ordinances, rules and regulations of any governmental authorities. Tenant agrees
that its use of the Demised Premises shall not require the use of any dangerous,
hazardous or toxic materials, except for normal chemicals used in Tenant's
operations which shall be stored and used in full conformity with all
environmental laws and regulations. Landlord hereby grants Tenant the exclusive
right to operate a permanent employee leasing business, a payroll processing
business and a temporary help outsourcing agency within the Center.

6. COMMON AREAS. Landlord grants to Tenant (its employees, customers and
invitees) the right to use, in common with all others to whom Landlord has or
may hereafter grant rights to use the same, the Common Areas located within the
Center. The term "Common Areas" as used in this Lease, shall mean the parking
areas, roadways, pedestrian sidewalks, delivery areas, landscaped areas, service
courts, fire corridors, meeting areas and public restrooms, and other areas or
improvements which may be provided by Landlord for the common use of the tenants
of the Center. Landlord hereby reserves the following rights with respect to the
Common Areas:

(a) To establish reasonable rules and regulations for the use thereof;
and

(b) To use or permit the temporary use of such areas by others to whom
Landlord may have granted such rights for promotional activities which do not
unreasonably interfere with Tenant's business.

7. ADDITIONAL RENT. From and after the Rent Commencement Date, Tenant
shall pay as additional rent ("Additional Rent") at the times herein stated (or
if no times are stated, then on the first day

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of the month after Landlord notifies Tenant of the amount of such Additional
Rent): (1) Tenant's Share of Operating Expenses and Tenant's Share of
Impositions (as each is hereinafter defined); and (2) all amounts which may
become due from Tenant pursuant to any provision of this Lease, whether as a
result of Tenant's failure to perform any covenant on its part contained in this
Lease or otherwise. The term "Rent" when used herein shall mean Fixed Rent and
Additional Rent.

7.1 Operating Expenses. "Operating Expenses" shall mean the following
expenses actually incurred by Landlord in connection with the operation, repair
and maintenance of the Building and the Center (excluding, however, the
exclusions from Operating Expenses described below in Paragraph 7.3):

(a) Fees paid to the Manager (hereinafter defined) or any successor
Manager under Paragraph 9.8; and wages, salaries, fees and other compensation
and payments and payroll taxes and contributions to any social security,
unemployment insurance, welfare, pension or similar fund and payments for other
fringe benefits required by law that are actually made to or on behalf of any
employee of Landlord at or below the level of an on-site property manager (but
excluding any administrative personnel of Landlord generally) to the extent
performing services rendered in connection with the operation and maintenance of
the Building and the Center ("Employees");

(b) The uniforms of all Employees who wear uniforms, and the
cleaning, pressing and repair thereof;

(c) Janitorial costs for the Building and the Center generally (as
opposed to any tenant space), including the windows and sidewalks, all rubbish
removal (including separate contracts therefor), landscaping and the costs of
all labor, supplies, equipment and materials incidental thereto;

(d) Premiums and other charges (including payment of deductibles)
incurred by Landlord with respect to all insurance relating to the Building and
the Center and the operation and maintenance thereof as required hereunder;

(e) Cost of electrical service to the Common Areas and facilities
serving all tenants in the Building or Center, but excluding electrical service
to tenants' offices, or to or for retail areas which are separately metered;
and, subject to the limitations imposed under Paragraph 7.3(h) below, the cost
of all other utilities for the Building or Center, including, but not limited
to, the cost of heating, air conditioning and ventilating, including electrical
service associated with heating, air conditioning and ventilating in office use
tenant areas to the extent not separately metered or otherwise paid by tenants;
all of the foregoing to be at rates no greater than those actually paid by
Landlord to the provider of such utilities without mark-up, provided that
Landlord shall negotiate with such utility providers to achieve the most
favorable rates possible;

(f) Subject to the limitations imposed under Paragraph 7.3(h)
below, costs incurred for operation, service, maintenance, inspection and normal
repair of the Building, the Center

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(including parking lot striping, parking lot repaving and sealing and the repair
and replacement of broken glass in windows, skylights and other apertures) and
the heating, air-conditioning, ventilating, plumbing, electrical and elevator
systems of the Building (including any separate contracts therefor) and the
costs of labor, materials, supplies and equipment used in connection with all of
the aforesaid items;

(g) The sales and excise taxes, if any, upon any of the expenses
enumerated herein;

(h) The cost of replacements for tools used in the operation and
maintenance of the Building and the Center;

(i) The cost of telephone service, postage, office supplies,
maintenance and repair of office equipment and similar costs related to
operation of the Center superintendent's office, if any;

(j) The cost of licenses, permits and similar fees and charges
related to operation, repair and maintenance of the Building and Center, other
than any of the foregoing relating to tenant improvements;

(k) Reasonable accounting fees necessarily incurred in connection
with the maintenance and operation of the Building and Center, and the
preparation, determination and certification of bills for Impositions and
Operating Expenses pursuant to this and other leases at the Center;

(l) All reasonable costs incurred by Landlord to retrofit any
portion or all of the Building to comply with a change in existing legislation
or newly enacted legislation after the date hereof, whether Federal, state or
municipal or to replace any existing capital item with an item of like quality
(subject to Paragraphs 7.2 and 7.3 below);

(m) All reasonable costs incurred by Landlord in connection with
the installation of any energy or cost saving devices which have been approved
by Tenant, but only to the extent any such savings are actually realized in any
year (subject to Paragraphs 7.2 and 7.3 below); and

(n) Any and all other expenses of Landlord in connection with the
operation, repair or maintenance of the Building and Center which are properly
expended in accordance with generally accepted accounting principles
consistently applied with respect to the operation, repair and maintenance of
similar projects in the County of Manatee, except as otherwise provided in
Paragraph 7.3 below.

7.2 Capital Expenditures. If Landlord makes any capital expenditure as
described in Paragraph 7.1(l) or 7.1(m) above, the cost of same shall be
included in Operating Expenses in the year of installation on a prorated basis,
and in subsequent years shall be amortized on a straight line basis, over its
reasonably estimated useful life, without regard to the useful life assigned to
it by Landlord for book or tax accounting purposes, with an interest factor
equal to the prime rate as announced by NationsBank, N.A.,

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<PAGE> 17

from time to time (the "Prime Rate"), but subject to the further limitations on
amortization provided in Paragraph 7.1(m).

7.3 Exclusions from Operating Expenses. Notwithstanding the foregoing,
"Operating Expenses" shall not include expenditures for any of the following:

(a) Except as and to the extent provided in Paragraphs 7.1 (l),
7.1 (m) and 7.2 above, the cost of any capital additions or improvements made to
the Building or Center;

(b) Repairs or other work occasioned by fire, windstorm, hurricane
or other insured casualty or hazard, to the extent that Landlord shall receive
proceeds of such insurance (or would have received such proceeds but for
Landlord's negligence or willful act or failure to act);

(d) Repairs or rebuilding necessitated by condemnation;

(e) Depreciation and amortization of the Building, other than as
provided in Paragraphs 7.1(l), 7.1(m) and 7.2, and other non-cash items, such as
reserves, bad debt losses, and the like;

(f) The salaries and benefits of any employees of Landlord, other
than the Employees, or any other overhead costs of Landlord;

(g) Debt service, including principal, interest, ground rents and
all other financing charges;

(h) The cost of any work or service supplied by Landlord consisting
of work or services which are unique to one tenant (such as excessive electric
consumption), or at variance from those supplied to other tenants in the Center,
whether or not Landlord is reimbursed for such costs, and the cost of any work
or services supplied by Landlord in tenant areas if such tenant relieves
Landlord of the obligation to provide such work or service to it;

(i) Costs of any Operating Expense furnished to Landlord by any
affiliate, to the extent the amount thereof exceeds the amount Landlord would
have had to pay for such goods or services from an independent third party
negotiating at arm's length;

(j) Costs of correcting or repairing defects in the initial design
or construction of the Building Renovations or Tenant Improvements;

(k) Liability of Landlord to third parties resulting from the
tortious conduct or negligence of Landlord, its agents, servants or employees
(or alleged tortious conduct or negligence), or

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<PAGE> 18

other costs or expenses resulting from the tortious conduct or negligence of
Landlord (or alleged tortious conduct or negligence);

(l) Costs associated with the operation of the business of
Landlord, other than costs specifically attributable to the operation of the
Center, including accounting and legal matters, costs of preparing and
negotiating leases and defending or prosecuting lawsuits, including but not
limited to lawsuits with any agent, seller, contractor or mortgagee, costs of
selling, financing, mortgaging, joint venturing, or hypothecating any of
Landlord's interest in the Building or Center, costs of any disputes between
Landlord and any employees not engaged in Building operation, or other costs or
fees paid in connection with any disputes with other tenants, including
attorneys fees;

(m) Costs of any fines or penalties, or any interest thereon;

(n) Any Impositions (as hereinafter defined) which are treated
separately under Section 7.5 below; and

(o) Any costs associated with the investigation or remediation of
hazardous substances at under or around the Center.

7.4 Reimbursements. Operating Expenses shall be "net" and, for that
purpose, shall reflect the actual costs to Landlord after giving effect to any
rebates, quantity discounts and similar concessions received by Landlord with
respect to an item of cost that is included in Operating Expenses (other than
reimbursements to Landlord by tenants of the Center pursuant to Operating
Expense provisions similar to those set forth in this Paragraph 7).

7.5 Impositions. "Impositions" shall mean all taxes, assessments,
levies, and governmental charges, whether Federal, state, county or municipal,
and whether they be by taxing districts or authorities presently taxing the
Building (and the Center) or by others subsequently created or otherwise,
attributable to the Building (and the Center) and the rents derived therefrom,
including taxes based on gross receipts, whether or not directly paid by
Landlord, but excluding, however, Federal, state and local taxes on profit or
net income, or other taxes imposed or measured on or by the net income of
Landlord from the operation of the Building or Center or imposed in connection
with any change of ownership of the Building or Center, including, without
limitation, any applicable realty transfer tax; provided, however, that if, at
any time during the term of this Lease, the present method of taxation or
assessment shall be so changed that the whole or any part of the taxes,
assessments, levies, impositions or charges now levied, assessed or imposed on
real estate and the improvements thereon shall be discontinued and, as a
substitute therefor, or in lieu of such taxes, assessments, levies, impositions
or charges there shall be levied, assessed and/or imposed, wholly or partially,
as a capital levy or otherwise, on the rents received from such real estate or
the rents reserved herein or any part thereof, such substitute taxes,
assessments, levies, impositions or charges, to the extent that such substitute
taxes would be payable if the Building (and the Center) were the only property
of Landlord subject to such tax, shall be deemed Impositions hereunder. It is
agreed that Tenant will be responsible for ad valorem taxes, if any, on its
personal property. If any Imposition constitutes a capital

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<PAGE> 19

expenditure under generally accepting accounting principles, it shall be treated
as an Operating Expense and Tenant shall pay its share in the manner provided in
Paragraph 7.2. With respect to the foregoing, Landlord hereby covenants and
agrees to do and perform all that is necessary and required in order to secure,
if available, the maximum real estate tax abatement for the Center in connection
with the renovations thereto.

7.6 Tenant's Share. "Tenant's Share" shall mean the percentage
equivalent of a fraction, (i) the numerator of which is the total rentable area
contained within the Demised Premises (excluding the courtyard) and (ii) the
denominator of which is the aggregate rentable area of leasable space in the
Center. Tenant's Share shall initially be 62.52% (i.e., 81,669/130,629 rsf) and
shall be adjusted from time-to-time as necessary to reflect any change in the
size of the Demised Premises or the Center after the date hereof.
Notwithstanding anything in this Lease to the contrary, either party may, at any
time and at its sole cost and expense, seek to have the Demised Premises and
exclusive parking area separately assessed by the appropriate governmental
authorities for real estate tax purposes (formally or informally) and, in the
event such separate assessment is obtained, "Tenant's Share of Impositions"
shall mean the Impositions reflected in such separate assessment for the Demised
Premises. Tenant shall have the right to challenge any separate assessment in
accordance with applicable procedures.

7.7 Adjustments for Operating Expenses and Impositions.

(a) Ninety (90) days prior to Substantial Completion of the
Demised Premises, 90 days prior to the first calendar year following the year in
which Substantial Completion of the Demised Premises is achieved, and at any
time (but at least 30 days) prior to January 1 of each full or partial calendar
year thereafter during the term of this Lease, Landlord shall provide to Tenant,
in writing, the projected Tenant's Share of Operating Expenses and Impositions
for the coming year, or such portion thereof as represents Tenant's occupancy of
the Demised Premises or any portion thereof. Thereafter Tenant shall pay as
Additional Rent for such year, on the first day of each month after receipt of
such estimate from Landlord, 1/12th of such projected amount; provided,
nevertheless, that the amount so projected may (and if appropriate, will)
thereafter be adjusted by Landlord based upon, and to take into account, the
actual Operating Expenses and Impositions for the preceding year. Until Tenant
receives a new statement of projected Operating Expenses and Impositions from
Landlord, Tenant shall continue to pay Tenant's Share of Operating Expenses and
Impositions in accordance with the most recent projection statement provided by
Landlord and upon receipt of the new projection statement, Tenant shall, within
30 days thereafter, pay to Landlord the amount necessary to bring Tenant current
on its obligations for Tenant's Share of Operating Expenses and Impositions
based on such new projection statement (i.e., the difference between the actual
amounts paid to date by Tenant in respect of Tenant's Share of Operating
Expenses and Impositions for the new Lease Year and the amount it should have
paid in respect of such items for such period based on the new projection
statement).

(b) Landlord shall, within a period of one hundred twenty (120)
days (or as soon thereafter as possible) after the close of each calendar year
(or shorter period set forth in Paragraph 7.7 (a)), provide to Tenant a
statement of the actual Operating Expenses and Impositions for such year, and a
calculation (based thereon) prepared by Landlord of Tenant's Share of Operating
Expenses and Impositions

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for such year. If the sum of (1) Tenant's Share of Operating Expenses for such
year and (2) Tenant's Share of Impositions for such year is greater than the
projected amount upon which the Additional Rent pursuant to Paragraph 7.7 (a)
was calculated and actually paid by Tenant for such year, Tenant shall pay the
amount of such excess to Landlord within thirty (30) days after Tenant's receipt
of the statements therefor. If the sum of (1) Tenant's Share of Operating
Expenses for such year and (2) Tenant's Share of Impositions for such year is
less than the projected amount upon which the Additional Rent pursuant to
Paragraph 7.7 (a) was calculated and actually paid by Tenant for such year,
Landlord shall credit the amount of such overpayment to the next Rent due under
this Lease or, if the Lease has expired or will expire prior to exhaustion of
such credit, pay Tenant such excess at the time it delivers the reconciliation
statement; and

(c) If only part of any calendar year shall fall within the Lease
Term, the amount computed as Additional Rent with respect to such partial year
under Paragraph 7.7 (a) shall be prorated in proportion to the portion of such
calendar year falling within the Lease Term (but the expiration or termination
of the Lease Term prior to the end of such year shall not impair Tenant's
obligation hereunder to pay such prorated portion of such Additional Rent).

7.8 Accounting; Right to Audit.

(a) Whenever this Lease requires an accounting calculation with
respect to revenues or expenses of the Building, such calculation shall be made
under the accrual method of accounting, employing generally accepted accounting
principles, consistently applied over the term of this Lease and also over the
term of any rights or obligations hereunder which extend beyond the term hereof;
and

(b) Tenant shall have the right, within twelve (12) months of its
receipt from Landlord of a statement of actual Operating Expenses and
Impositions for the prior year, at its sole expense and at reasonable times
during normal business hours at Landlord's office at the Center or at such other
office location in Sarasota, Florida, to audit Landlord's books and records
relating to this Lease and the general management and operation of the Building
and Center for such prior year, provided, however, that if any such audit
reveals an overcharge of 2% or more in the aggregate for Tenant's Share of
Operating Expenses and Impositions in any year, Landlord shall pay all costs and
expenses relating to such audit and shall pay to Tenant interest on the
overcharged amount at the Default Rate until reimbursed. Notwithstanding any of
the foregoing to the contrary (including the 12 month audit period), if Tenant's
audit reveals a systematic or recurring overstatement of Operating Expenses or
Imposition from year to year (i.e., such as, by way of example, an assumed
useful life for purposes of calculating amortization which is too short) (a
"Systematic Error"), Tenant shall have the right to audit prior years'
statements (not to exceed the five most recent prior years), with respect to
such item(s) only, in which event this Paragraph 7.8(b) shall apply to the cost
of such audits and the reimbursement of such overcharges. In the event Landlord
identifies a Systematic Error which has resulted in an undercharge of any item,
Landlord shall have the right to correct such error and cause Tenant to pay the
amount of such underpayment, provided that Landlord may not collect undercharges
which are applicable to any period in excess of five (5) years prior to the date
the Systematic Error is identified and otherwise Landlord may not charge Tenant
for any underpayment for any prior year.

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8. UTILITY CHARGES. Tenant shall be solely responsible for and shall
pay when due all rents, costs and charges for any gas, electricity, light,
telephone and other communication services, and any and all other utilities or
services rendered or supplied upon or in connection with the Demised Premises or
used or consumed by Tenant in the operation of the Demised Premises (as opposed
to the Center generally) throughout the Lease Term to the extent separately
metered to the Demised Premises and not otherwise included in Operating
Expenses, excluding water and sewer charges so long as and to the extent the
Demised Premises are used for office purposes (the "Utilities").

9. SPECIAL COVENANTS OF LANDLORD. Landlord covenants and agrees that it
shall, throughout the Lease Term:

9.1 Operations. Operate the Center and provide Tenant access to the
Demised Premises twenty-four (24) hours a day and three hundred sixty-five (365)
days a year.. Notwithstanding the foregoing, if and to the extent Landlord's
legal counsel deems such action necessary or advisable to prevent the public
from obtaining ownership rights in and to the Center or any portion thereof,
Landlord may close down Common Areas of the Center for one day in any Lease
Year; provided such closure does not interfere with the operation of Tenant's
business.

9.2 Cleaning, Janitorial and Other Services. Supply janitorial
services for the Common Areas consistent in scope and quality with those
provided at the Comparable Projects (hereinafter defined); and provide
electricity and other customary utilities from the curb to the Building, all in
amounts and during hours consistent with similar services provided in the
Comparable Projects.

9.3 Quiet Enjoyment. Grant and assure to Tenant the right of quiet
enjoyment of the Demised Premises without hindrance or objection from any person
claiming by, through or under Landlord, subject to the terms of this Lease, so
long as no Event of Default has occurred and is continuing.

9.4 Repairs; Maintenance. Make all repairs and replacements (with
materials of quality equivalent to the original item) necessary to maintain the
structural components of the Building, Center and Common Areas, and all roofs
(excluding the cost to repair any skylight in the Demised Premises). Landlord
shall use commercially reasonable efforts to perform all such repairs in the
Demised Premises at times that are not within Tenant's normal business hours
and, in any event, not to interfere with the conduct of Tenant's business.
Landlord shall also maintain all Common Areas [excluding the courtyard which is
part of the Demised Premises as shown on Exhibit 1 attached hereto] and
landscaping in a clean and attractive condition consistent with standards of
upkeep and maintenance currently employed at the projects now known as DeSoto
Mall, DeSoto Junction and the FP&L Building (the "Comparable Projects"), making
necessary repairs, replacements and replantings as necessary. Landlord shall
keep the courtyards (excluding Tenant's courtyard), walkways and parking areas
in a clean and attractive condition, free of debris, providing customary trash
pickup and dumpsters for Tenant's use.

9.5 Parking. Dedicate for the exclusive use of Tenant (and for its
employees, guests and invitees) not less than 400 striped parking spaces
immediately adjacent to the Building at no additional cost

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to Tenant (subject only to rights, if any, of existing tenants of the Center).
All such parking areas shall be appropriately and clearly identified as being
dedicated to and reserved for Tenant (and its employees, guests and invitees)
and all parking areas in the Center shall have adequate lighting until 11:00
p.m. or otherwise consistent with the Comparable Projects. In addition to the
foregoing exclusive spaces, Tenant (and its employees, guests and invitees)
shall have the non-exclusive use in common with the other tenants in the Center,
of the remaining parking spaces at the Center.

9.6 Approval of Other Tenants. Provide Tenant the right and
opportunity to discuss with Landlord suggested uses and criteria for, and
possible tenants of, the proposed retail spaces in the Center in conjunction
with Tenant's needs and desires and Landlord's marketing strategy, all with a
view toward having the Center be and remain a quality mixed use center. Landlord
shall give Tenant written notice of the identity and proposed use of each
proposed retail space tenant prior to execution of a lease with such tenant and
shall not lease space to any tenant which violates the Leasing Criteria.

9.7 Development by Landlord. Landlord hereby acknowledges and
agrees that Tenant, being the largest tenant in the Center, has a substantial
interest in the future development and leasing of the Center by Landlord and its
successors and assigns. In connection with the foregoing, and as a condition of
Tenant's agreement to enter into this Lease, Landlord agrees that any additional
construction at the Center (excluding the Building Renovations and Tenant
Improvements), shall be subject to the approval of the Tenant, which approval
shall not be unreasonably withheld or delayed; provided that Tenant shall
consent to any future development of the Center which is substantially
consistent with the development and site plans for the Center identified on
Exhibit 9.9 attached hereto and complies with items (1) through (3) below. It
shall not be unreasonable for Tenant to withhold its consent to any proposed
development by Landlord if such proposed development (1) reduces the ratio of
available parking spaces to total rentable square footage of the Center below
what is required under applicable Building Codes; (2) is inconsistent with the
Leasing Criteria; or (3) substantially increases the Tenant's Share of Operating
Expenses and Impositions.

9.8 Appointment of Management Company. Prior to the Occupancy
Commencement Date, Landlord shall engage a reputable, independent real estate
management company reasonably acceptable to Tenant to manage the day-to-day
operations of the Center (the "Manager"). Landlord shall not replace the Manager
except with a reputable independent real estate management company who shall be
reasonably acceptable to Tenant.

10. REPRESENTATIONS AND WARRANTIES OF LANDLORD. Landlord hereby
represents and warrants to Tenant as follows:

10.1 Corporate Existence. Landlord is a Florida corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida; it has the power and authority to enter into this Lease and to comply
with the terms and provisions hereof; and the execution, delivery and
performance of this Lease have been duly authorized by all appropriate corporate
action of Landlord.

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10.2 Fee Title. Landlord has, or on or before April 28, 1995 will
acquire, good, indefeasible and marketable fee simple title to the Demised
Premises, free and clear of all covenants, restrictions, conditions, mortgages,
liens, encumbrances, ground rents, leases, tenancies, licenses, security
interests, options or other matters affecting title, except for those matters
(excluding liens) identified on Exhibit 10.2 hereto, none of which, individually
or in the aggregate, affect the value of the Building or Center or Tenant's
intended use of the Demised Premises (collectively, the "Permitted Exceptions").

10.3 Compliance with Building Codes. The Building complies with or,
upon completion of the Building Renovations and Tenant Improvements, will comply
with all Building Codes.

10.4 Zoning. The zoning classification of the Demised Premises is
GC; use of the Demised Premises by Tenant as contemplated herein fully complies
with all relevant zoning laws and ordinances affecting the Demised Premises; and
the continued maintenance, operation, and use of any and all of the Center as
contemplated herein will not violate any zoning, building, subdivision or
similar law, ordinance, code, order or regulation or the certificates of
occupancy issued (or to be issued) therefor including the Demised Premises.

10.5 No Material Defects. To the best of Landlord's knowledge
after due inquiry including review of engineering reports, there are no
material defects in or damage to the Center, Building or improvements within
the Demised Premises or to the structural elements thereof except for such
defects as shall be corrected as part of the Building Renovations and Tenant
Improvements. The heating, ventilating and air conditioning systems, security
system, paging and speaker system, sprinklers, air compressor system, plumbing,
telephone system, electrical system, emergency systems and all other related
systems (the "Building Systems") are currently in place or, at the Occupancy
Commencement Date, will be in place at the Building, are, to the best of
Landlord's knowledge after due inquiry including review of engineering reports,
currently in good working order, or shall be in good working order at the
Occupancy Commencement Date and shall be ready at the Occupancy Commencement
Date for hook-up with Tenant's computers, phones, equipment and trade fixtures.

10.6 No Hazardous Substances. To the best of Landlord's knowledge
after due inquiry including review of environmental reports, the Center and
Demised Premises, including without limitation, all materials to be used in the
construction of the new improvements, is or shall be free from asbestos,
polychlorinated biphenyl compounds or PCB contaminated items, formaldehyde-based
insulation items and any other hazardous wastes or substances. No polluting,
toxic or hazardous substances have been used, generated, stored, treated,
released, discharged or disposed of at the Demised Premises by Landlord or, to
the knowledge of Landlord after due inquiry, by any other party at any time,
except in accordance with applicable laws. No notification of release of a
"hazardous substance" or "hazardous waste" as such terms are defined in and
pursuant to the Comprehensive Environmental Response Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq., ("CERCLA"), the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq., or the Federal Clean Water Act, 33
U.S.C. Section 1251 et seq., or any state or local environmental law, regulation
or ordinance has been received by Landlord or, to Landlord's knowledge after due
inquiry, by any other party; none has been filed as to the Demised Premises with
Landlord or, to

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<PAGE> 24

Landlord's knowledge, after due inquiry, by any other party; and the Demised
Premises is not listed or formally proposed for listing on the National Priority
List promulgated pursuant to CERCLA or on any state list of hazardous substance
sites requiring investigation or clean up. No activities or occurrences are
taking place or, to Landlord's knowledge after due inquiry, have taken place at
the Demised Premises or the Center which might give rise to any basis for any of
the foregoing. Attached hereto as Exhibit 10.6 is a true, correct and complete
list of all environmental surveys, reports and audits commissioned by or
provided to Landlord (the "Environmental Reports"), and Landlord has provided
copies of each of such Environmental Reports to Tenant. Landlord hereby
acknowledges that asbestos has been identified in the glue beneath existing
floor tiles in the Demised Premises and agrees to encapsulate such asbestos as
part of the Tenant Improvements in accordance with all applicable environmental
laws, rules and governmental regulations.

10.7 Bringdown of Representations. All of the foregoing
representations shall be true and correct as of the Occupancy Commencement Date
and Landlord shall remake such representations and warranties to Tenant in
writing at such time.

11. REPRESENTATIONS AND WARRANTIES OF TENANT. Tenant hereby represents
and warrants to Landlord as follows:

11.1 Corporate Existence. Tenant is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware and qualified to do business in the State of Florida; it has the power
and authority to enter into this Lease and to comply with the terms and
provisions hereof; and the execution, delivery and performance of this Lease
have been duly authorized by all appropriate partnership action of Tenant.

11.2 Financial Information. Tenant will provide to Landlord or any
potential lender in connection with any financing of the Center, (upon
Landlord's request), customary financial statements in its possession; provided
that Landlord and such lender execute appropriate confidentiality agreements.

11.3 Bringdown of Representations. The foregoing representations
and warranties made by Tenant shall be true and correct as of the Occupancy
Commencement Date and Tenant shall remake such representations and warranties to
Landlord in writing at such time.

12. SPECIAL COVENANTS OF TENANT. Tenant covenants and agrees that it
shall, throughout the Lease Term:

12.1 Compliance with Laws. At Tenant's cost and expense, execute
and comply with all statutes, ordinances, rules, orders, regulations and
requirements of the Federal, state and local governments having jurisdiction and
of any and all of their departments and bureaus, applicable to the operation of
the Demised Premises, as the same may require correction, prevention and
abatement of nuisances, violations (excluding violations of Building Codes as of
the Occupancy Commencement Date which shall be Landlord's sole responsibility)
or other grievances.

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12.2 Fire and Liability Insurance. Comply, at its own cost and
expense, with such regulations or requests as may be reasonably required by the
fire or liability insurance carriers providing insurance for the Demised
Premises, and will further comply with such other requirements that may be
promulgated by the Board of Fire Underwriters in connection with the use and
occupancy by Tenant of the Demised Premises in the conduct of its business
except to the extent of Landlord's obligations hereunder.

12.3 No Nuisances. Not commit any nuisance, nor permit the
emission of any sound, noise or odors which would be violative of any
applicable governmental rule or regulation or would per se create an
unreasonable nuisance. Tenant further covenants and agrees that it will handle
and dispose of all rubbish, garbage and waste in connection with Tenant's
operations in the Demised Premises in accordance with reasonable regulations
established by Landlord from time to time in order to keep the Demised Premises
in an orderly condition and in order to avoid unreasonable emission of dirt,
fumes, odors or debris which may constitute an unreasonable nuisance or induce
pests or vermin.

12.4 Hazardous Substances. Tenant agrees that, throughout the Lease
Term, it shall not use or bring on to the Demised Premises any polluting, toxic
or hazardous substances except for retail quantities of normal office cleaning
supplies and otherwise in accordance with applicable laws. Tenant shall provide
Landlord with prompt written notice of any notification of release of a
"hazardous substance" or "hazardous waste" with respect to the Demised Premises
or in the event Tenant otherwise becomes aware of such a release.

13. REPAIRS & MAINTENANCE.

13.1 Tenant's Obligations. Subject to Paragraphs 9.4 and 13.2
hereof, Tenant agrees that it will, at its sole cost and expense, keep and
maintain the Demised Premises in good repair, operating order and condition,
reasonable wear and tear and damage by fire or other casualty excepted, and from
time to time shall make all nonstructural repairs and replacements of every kind
and nature (including the chiller) which may be required to be made upon or in
connection with the Demised Premises consistent with the foregoing (excluding
the roof). To the extent Tenant is responsible for the maintenance, repair or
replacement of any fixtures or equipment contained in the Demised Premises,
Landlord shall assign to Tenant all manufacturers' warranties relating to such
fixtures and equipment as well as all service contracts obtained by Landlord
with respect thereto. Tenant shall also pay the cost of any repairs or
replacements to or of any skylights in the Demised Premises, however, Landlord
shall perform all such work.

13.2 Defects in Building Renovations and Tenant Improvements.
Landlord represents and warrants to Tenant that the materials and equipment to
be used in the construction of the Building Renovations and Tenant Improvements
shall be of good quality and new unless otherwise provided in the Plans and
Specifications, that such Building Renovations and Tenant Improvements will be
free from defects, and that such Building Renovations and Tenant Improvements
will conform with the requirements of the Plans and Specifications. Landlord
will correct, at its sole cost and expense, any defect in such Building
Renovations and Tenant Improvements which is identified by Tenant by written
notice to Landlord within one year after the Occupancy Commencement Date.
Landlord shall be required to make the

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<PAGE> 26

structural repairs or replacements described in Paragraph 9.4 and the corrective
work to the Building Renovations and Tenant Improvements described above, as the
case may be, within five (5) days after written notice from Tenant that a
problem exists with respect to such items; provided that to the extent such work
cannot be reasonably completed within said five (5) day period, Landlord shall
commence such work within five (5) days and thereafter diligently proceed with
the completion thereof in good faith without material interference with Tenant's
business and otherwise subject to the terms of this Lease.

14. ALTERATIONS.

14.1 Alterations, Additions and Improvements. Tenant may make
interior alterations, additions and improvements to the Demised Premises without
the consent of Landlord, but only if such alterations, additions or improvements
do not require the issuance of a building permit or result in structural changes
to the Demised Premises, or change the basic function or design of the Building.
In the event any interior alterations, additions or improvements to be made
require a building permit or would result in such structural changes, the same
shall only be made upon Tenant obtaining the prior written consent of Landlord,
which consent shall not be unreasonably withheld and shall be promptly given
provided the proposed alterations, additions or improvements are typical for
office uses, do not lessen the value of the Demised Premises and do not change
the basic function or design of the Building. All such alterations, additions or
improvements shall be in conformity with applicable Building Codes. Tenant shall
hold and save Landlord harmless and indemnify Landlord against any claim for
damage or injury, fine or penalty, in connection with any of the foregoing work
which Tenant may make under this Paragraph 14.1. In the event Landlord fails to
respond to Tenant's request for consent to alterations, additions or
improvements hereunder within 10 days after receipt of Tenant's written request
therefor, Landlord shall be conclusively deemed to have approved such work.
Landlord's response shall be in writing and any rejection shall specify, in
reasonable detail, the reasons therefor.

14.2 Construction Lien Law. Nothing contained in this Paragraph 14
shall be construed as a consent on the part of Landlord to subject the estate of
Landlord to liability under the Construction Lien Law of the State of Florida,
it being expressly understood that Landlord's estate shall not be subject to
such liability. Notice is hereby given pursuant to Section 713.10, Florida
Statutes, that "Tenant has no power to subject Landlord's interest in the
Demised Premises to any claim or lien of any kind or character, and persons
dealing with Tenant must look solely to the credit of Tenant for payment."

14.3 Waiver of Landlord's Lien. Landlord agrees, at the request of
Tenant, to execute a waiver or subordination of any statutory or contractual
landlord's lien to any holder of a valid security interest in any of Tenant's
trade fixtures, furnishings, equipment or severable improvements or to any bona
fide lessor of Tenant's trade fixtures, furnishings and equipment.

14.4 Installation of Tenant's Equipment, etc. Anything to the
contrary contained herein notwithstanding, it is expressly understood and agreed
that Tenant may install, connect and operate equipment (including, but not
limited to, storage racks, work stations, desks, computer equipment and
telecommunications equipment) as may be deemed necessary by Tenant for its
business, subject to

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<PAGE> 27

compliance with applicable rules and regulations of governmental boards and
bureaus having jurisdiction thereof. Subject to the terms and conditions of this
Lease, the machinery, fixtures and equipment belonging to Tenant shall at all
times be considered and intended to be personal property of Tenant, and not part
of the realty, and shall be subject to removal by Tenant, provided that (1) no
Event of Default has occurred and is continuing and (2) Tenant at its own cost
and expense, pays for any damage to the Demised Premises caused by such removal.

15. NON-LIABILITY OF LANDLORD.

15.1 Damage to Tenant's Property. It is expressly understood and
agreed by and between the parties, that Tenant shall assume all risk of damage
to its property, equipment and fixtures occurring in or about the Demised
Premises, whatever the cause of such damage or casualty, excepting, however,
damage which is due to Landlord's, or its agents', contractors' or employees'
negligence or willful intent.

15.2 Limitation on Landlord's Liability. It is expressly
understood and agreed that Landlord shall not be liable for any damage or
injury to property or person caused by or resulting from steam, electricity,
gas, water, rain, or any leak or flow from or into any part of the Building, or
from any damage or injury resulting or arising from any other cause or
happening whatsoever, unless such damage or injury is caused by the negligence
or willful intent of Landlord, its agents, contractors, or employees, or a
defect in construction of the Building Renovations or Tenant Improvements or
breach of warranty or failure to perform its obligations under this Lease.
Notwithstanding any of the foregoing to the contrary, upon obtaining knowledge
of any of the foregoing conditions (whether by notice from Tenant, actual
knowledge or otherwise), Landlord shall promptly commence and thereafter
diligently pursue all actions necessary to correct or abate the problem or
condition without unreasonably interfering with Tenant's business or
operations.

15.3 Recourse to Landlord. Subject to the terms of this Paragraph
15.3, in the event of a default by Landlord hereunder, Tenant shall look solely
to Landlord's right, title and interest in and to the Center (including, without
limitation, all rents deriving therefrom and all insurance proceeds applicable
thereto) for the collection of any money judgment against Landlord; and Tenant
further agrees that no other assets of Landlord, wherever situated, will be
subject to levy, execution, or other process for the satisfaction of Tenant's
judgment, and that Landlord shall not be liable for any deficiency. In the event
of a sale or transfer of Landlord's interest in the Center (excluding a mortgage
or other transfer of security for a debt), the "Landlord" named herein, or, in
the case of a subsequent transfer, the transferor shall, after the date of such
transfer, be automatically released from all further liability for the
performance or observance of any term, condition, covenant or obligation
required to be performed or observed by Landlord hereunder from and after the
date of such transfer provided that the transferee shall have assumed in writing
all of such terms, conditions, covenants and obligations; and provided further,
however, that no such transfer or sale by the original Landlord shall relieve
such Landlord from liability to Tenant for its obligations to construct and pay
for the Building Renovations and Tenant Improvements described in this Lease and
Tenant shall have

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full recourse against Landlord with respect to such obligations notwithstanding
anything herein to the contrary.

16. DAMAGE TO DEMISED PREMISES.

16.1 Repair and Restoration. Subject to Paragraph 16.2 below, in
the event of damage to the Center, Building or Demised Premises by fire, the
elements, or other casualty, Landlord shall, with reasonable dispatch and at its
sole cost and expense, repair such damage and restore the Center, Building
and/or Demised Premises, as applicable, to substantially its condition prior to
the occurrence of such damage or casualty. Landlord's obligation to restore and
repair shall not be contingent upon its receipt from any mortgagee of insurance
proceeds arising out of such casualty. In connection with the foregoing,
Landlord shall secure from any mortgagee (at the time the mortgage is granted)
the absolute right to apply any insurance proceeds to restoration unless an
Event of Default hereunder has occurred and is continuing. All insurance
proceeds shall be placed in an escrow account under the control of the mortgagee
or other independent third party, as trustee for Landlord, such mortgagee and
Tenant (the "Escrow Account"), and disbursed from time to time to Landlord or
its contractors as restoration progresses. Rent shall equitably abate during the
pendency of any restoration to the extent Tenant is unable to conduct business
at the Demised Premises or any portion thereof. In the event Landlord fails to
commence the required restoration within 60 days after the date of the casualty
and to diligently pursue such restoration to completion thereafter or if, in any
event, the restoration is not completed within 360 days from the date of the
casualty, Tenant may, at its election, notify Landlord that (1) Tenant is
terminating this Lease (which right is hereby granted), such termination to be
effective not more than 90 days after such election or (2) Tenant will take
responsibility for such restoration and, in such event, Tenant shall be
reimbursed for the cost of such restoration, first, from all funds in the Escrow
Account (such amounts to be advanced from time to time as restoration
progresses) and then, if the funds in the Escrow Account are insufficient, by
payment from Landlord. In the event Landlord fails to reimburse Tenant as
aforesaid within 15 days after written demand therefor (which demand shall
include supporting bills and invoices), Tenant may, in addition to any other
right or remedy available at law or in equity, offset the amount claimed, with
interest at the Default Date, against the Rent due hereunder until fully
reimbursed.

16.2 Major Casualty. Notwithstanding anything to the contrary
contained in Paragraph 16.1 herein, if the damage to the Center, Building or
Demised Premises is of such a nature or extent that more than three hundred
sixty (360) consecutive calendar days from the date of such damage or casualty
would be required (with normal work crews and hours) to repair and restore the
damaged portion of the Center, Building or Demised Premises, as reasonably
determined by the Architect or Consulting Architect (a "Major Casualty"), Tenant
and Landlord shall each have the right to terminate this Lease by written notice
to the other delivered within thirty (30) days after the occurrence of such
Major Casualty, such termination to be effective not more than 90 days after the
date of such notice.

17. CONDEMNATION. In the event that the entire Center, Building,
Demised Premises or any part thereof that is necessary to the operation of
Tenant's business at the Demised Premises (as determined by Tenant in its sole
reasonable discretion) shall be taken or condemned by any governmental authority
for

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<PAGE> 29

public use (including any temporary taking of such property for more than six
(6) months), then and in that event, upon the vesting of title to the same for
such public use, this Lease shall terminate, anything herein contained herein to
the contrary notwithstanding, Landlord shall be entitled to any award made with
respect to the value of the land and buildings without deduction for the
leasehold interest created hereby and Tenant shall have the right to prove and
collect from the condemning authority the value of the leasehold improvements
paid for by Tenant, loss of business, moving expenses and other special damages.
In the event of such termination of this Lease, all Fixed Rent and Additional
Rent paid in advance shall be apportioned as of the date of such termination.
Notwithstanding the foregoing, in the event that only a part of the Building or
Demised Premises shall be so taken (including a temporary taking of less than
six months) and the part not so taken shall be sufficient for the operation of
Tenant's business (as determined by Tenant in its sole reasonable discretion),
Tenant, at its election, may retain the part not so taken and there shall be a
proportional reduction in the Fixed Rent and Additional Rent based on the
property not so taken.

18. EVENTS OF DEFAULT BY TENANT AND LANDLORD'S REMEDIES.

18.1 Events of Default. Each of the following shall constitute an
"Event of Default" hereunder:

(a) the filing of a petition by Tenant for adjudication as a
bankrupt, or for reorganization, or for an arrangement under any federal or
state statute;

(b) the voluntary dissolution or liquidation of Tenant
(excluding a reorganization);

(c) the appointment of a permanent receiver or a permanent
trustee for all or substantially all the property of Tenant, which appointment
is not discharged within sixty (60) days after appointment of such receiver or
trustee;

(d) the taking possession of the property of Tenant by a
governmental officer or agency pursuant to statutory authority for dissolution,
rehabilitation, reorganization or liquidation of Tenant unless such taking is
stayed or discharged within sixty (60) days;

(e) the making by Tenant of an assignment for the benefit of
creditors;

(f) the filing of an involuntary petition by third parties
for adjudication of Tenant as a bankrupt, or an insolvent under any federal or
state statute unless such petition is discharged or revoked within 60 days;

(g) default in the payment of Fixed Rent or Additional Rent
for a period of ten (10) days after receipt of written notice from Landlord that
the same is in default hereunder; or

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<PAGE> 30

(h) A default in the performance of any other covenant or
condition of this Lease on the part of Tenant to be performed for a period of
thirty (30) days after receipt of written notice from Landlord; provided that if
the default cannot reasonably be cured within such 30 day period, it shall not
constitute an Event of Default under this Paragraph 18.1(h) so long as steps
shall have been commenced by Tenant, within such 30 day period, to rectify such
default and Tenant shall thereafter prosecute with reasonable diligence the same
to completion, subject, however, to Force Majeure events.

18.2 Remedies. Upon the occurrence of an Event of Default, Landlord or
its agents may, immediately or any time thereafter bring an action at law or in
equity to terminate this Lease and, upon termination (whether by summary
proceeding or otherwise): (i) reenter and resume possession of the Demised
Premises or such part thereof, and remove all persons and property therefrom,
either by summary proceedings or by a suitable action or proceeding at law, or
by force or otherwise, without being liable for any damages therefor, and no
re-entry by Landlord shall be deemed an acceptance of a surrender of this Lease;
or (ii) relet the whole or any portion or the Demised Premises, for any period
equal to or greater or less than the remainder of the Lease Term, for any sum
which is commercially reasonable, to any tenant which it may deem suitable and
satisfactory, and for any use and purpose which it may deem appropriate; and in
connection with any such lease, Landlord may make such changes in the character
of the improvements in the Demised Premises as Landlord may determine to be
appropriate or helpful in effecting such lease and may grant reasonable
concessions or free rent. Landlord shall not in any event be required to pay
Tenant any surplus of any sums received by Landlord on a reletting of the
Demised Premises in excess of the Rent reserved in this Lease; provided,
however, that Tenant shall receive full credit for any rent in connection with
any reletting by Landlord following an Event of Default to the extent of
Tenant's obligations hereunder.

18.3 Damages. In the event this Lease is terminated by summary
proceedings or otherwise as provided in this Section 18, and whether or not the
Demised Premises is relet, Landlord shall be entitled to recover from Tenant,
the following:

(i) a sum equal to all expenses, if any, including
reasonable counsel fees, incurred by Landlord in recovering possession of the
Demised Premises, and all reasonable costs and charges for the care of the
Demised Premises while vacant, which damages shall be due and payable by Tenant
to Landlord upon demand at such time or times as such expenses shall have been
actually incurred by Landlord; and

(ii) a sum equal to all actual and provable damages or
losses occasioned by Landlord as a result of Tenant's breach of this Lease,
subject to Paragraph 19 below.

Without any previous notice or demand, separate actions may be maintained by
Landlord against Tenant from time to time to recover any damages which, at the
commencement of any such action, have then or theretofore become due and payable
to Landlord under this Section 18 without waiting until the end of the current
Lease Term.

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18.4 Remedies Cumulative. Upon the occurrence of an Event of Default,
Landlord shall be entitled to all remedies given by law or statute under the
laws of the State of Florida (subject to applicable notice and grace periods
otherwise provided for in this Lease). The rights and remedies given to Landlord
in this Lease are distinct, separate and cumulative remedies, and no one of
them, whether or not exercised by Landlord, shall be deemed to be in exclusion
of any of the others.

18.5 No Waiver. No receipt of money by Landlord from any receiver,
trustee or custodian or debtor in possession shall reinstate, continue or extend
the Lease Term or affect any notice theretofore given to Tenant, or to any such
receiver, trustee, custodian or debtor in possession, or operate as a waiver or
estoppel of the right of Landlord to recover possession of the Demised Premises
for any of the causes therein enumerated by any lawful remedy; and the failure
of Landlord to enforce any covenant or condition upon a breach by Tenant shall
not be deemed to void or affect the right of Landlord to enforce the same
covenant or condition on the occasion of any subsequent default or breach.

18.6 Liability of Tenant for Deficiency. In the event the relationship
of Landlord and Tenant may cease or terminate by reason of an Event of Default
by Tenant and the re-entry of Landlord as permitted by the terms and conditions
contained in this Lease or by the ejectment of Tenant by summary proceedings or
other judicial proceedings, it is hereby agreed that Tenant shall remain liable
to pay in monthly payments the Rent which shall accrue subsequent to the
re-entry by Landlord, and Tenant expressly agrees to pay as damages for the
breach of the covenants herein contained the difference between the Rent
reserved and the rent payable in connection with any reletting of the Demised
Premises by Landlord, during the remainder of the then unexpired Lease Term
(without giving effect to any renewal option or extension), as the amount of
such difference or deficiency shall from time to time be ascertained. Anything
herein contained to the contrary notwithstanding, the Rent referred to shall
include Fixed Rent together with all Additional Rent and other charges required
to be paid by Tenant under the Lease.

18.7 Mitigation of Damages. Notwithstanding anything to the contrary
contained in this Lease, Landlord and Tenant shall use their reasonable, good
faith efforts to take such actions as will mitigate their respective damages
arising out of any breach of this Lease by the other party (excluding the Delay
Damages). For purposes of the foregoing, Landlord shall be deemed to have used
its reasonable efforts to mitigate its damages in the event it lists the Demised
Premises for letting with a reputable, independent real estate broker
experienced in properties similar to the Center at prevailing market rates and
on other market terms and provided Landlord acts reasonably and responsibly with
respect to any third party offers to lease such space. Nothing in this Paragraph
18.7 shall require Landlord to relet the Demised Premises to any party who does
not satisfy the Leasing Criteria or who, in the exercise of Landlord's
reasonable judgment, lacks financial resourses necessary to perform its lease
obligations or, as to the Former Retail Premises, for any use which would
violate any then existing exclusive granted to any retail tenant of the Center
under its lease.

19. INDEMNIFICATION; WAIVER.

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19.1 Indemnification by Tenant. Subject to Paragraph 29.6 below, Tenant
shall and does hereby indemnify and save harmless Landlord from and against any
and all claims by or on behalf of any person arising from or by virtue of (i)
any breach or default on the part of Tenant in the performance of any covenant
or agreement on the part of Tenant to be performed pursuant to the terms of this
Lease; (ii) any breach of any representation or warranty by Tenant; (iii) the
breach of any law by Tenant, or (iv) any act or negligence of Tenant or any of
its agents, contractors, servants, employees, licensees or invitees. Subject to
Paragraph 29.6 below, Tenant also indemnifies Landlord from and against all
costs, expenses and liabilities incurred in connection with any such claim or
any action or proceeding brought thereon (including, without limitation, the
reasonable fees of attorneys, investigators and experts); and if any such claim,
action or proceeding is brought against Landlord, Tenant upon written notice
from Landlord and at Tenant's cost and expense shall resist or defend such
claim, action or proceeding or shall cause it to be resisted or defended by its
insurer.

19.2 Indemnification by Landlord. Subject to Paragraph 29.6 below,
Landlord shall and does hereby indemnify and save harmless Tenant from and
against any and all claims by or on behalf of any person arising from or by
virtue of (i) any breach or default on the part of Landlord in the performance
of any covenant or agreement on the part of Landlord to be performed pursuant to
the terms of this Lease, (ii) any breach of any representation or warranty by
Landlord, (iii) the breach of any law by Landlord, or (iv) any act or negligence
of Landlord or any of its agents, contractors, servants, employees, licensees or
invitees. Subject to Paragraph 29.6 below, Landlord also indemnifies Tenant from
and against all costs, expenses and liabilities incurred in connection with any
such claim or any action or proceeding brought thereon (including without
limitation the reasonable fees of attorneys, investigators and experts); and if
any such claim, action or proceeding is brought against Tenant, Landlord upon
written notice from Tenant and at Landlord's cost and expense shall resist or
defend such claim, action or proceeding or shall cause it to be resisted or
defended by its insurer.

20. DEFAULT BY LANDLORD; SELF-HELP. If default is made by Landlord in
the performance of any of the conditions, covenants or agreements contained in
this Lease, Tenant, in addition to all other remedies now or hereafter afforded
under this Lease or provided at law or in equity, may at its election, provided
Landlord has not cured such default within thirty (30) days after written notice
of such default from Tenant (except in the case of emergency or a default under
Paragraph 4, in which cases no such notice or cure period shall be required),
perform such condition, covenant or agreement for or on behalf of Landlord or
make good any such default and any amount or amounts which Tenant shall advance
pursuant thereto shall be repaid by Landlord to Tenant on demand. If Landlord
shall not repay any such amount or amounts upon demand, Tenant shall have the
right and privilege of deducting the same from the next installment or
installments of Fixed Rent and/or Additional Rent to accrue under this Lease,
together with interest at the Default Rate until Tenant is reimbursed in full.

21. PURCHASE OPTION. In the event Landlord fails to commence construction
of the Building Renovations and Tenant Improvements by the Commencement of
Construction Date (as extended pursuant to Paragraphs 4.10 and 45) or if the
Building Renovations and Tenant Improvements are not at least 70% completed by
the Outside Date (as extended pursuant to Paragraphs 4.10 and 45), then, in
either of such

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events, Tenant shall have the option, which option is hereby granted (the
"Purchase Option") to purchase Landlord's fee interest in the Center for a
purchase price equal to the sum of (1) $2,975,000 (being the price paid by
Landlord for the Center) plus (2) the actual, reasonable, documented cost of all
(a) capital improvements made by Landlord to the Center through the date of
Tenant's exercise, and (b) soft costs such as engineering, architectural and
other fees for professionals incurred by Landlord through the date of Tenant's
exercise and construction period interest through closing. Tenant shall exercise
the Purchase Option, if at all, by delivering written notice of the exercise of
such option to Landlord, given after the occurrence of either of the foregoing
events but not later than July 31, 1996, which notice shall constitute Tenant's
irrevocable undertaking to complete such purchase. Landlord shall be
conclusively presumed to have accepted such offer to purchase and, on the date
of purchase under the Purchase Option, Landlord shall transfer and convey its
entire interest in the Center to Tenant in accordance with Paragraph 23 below
upon payment of the purchase price, together with (if Tenant so elects) all of
Landlord's right, title and interest in and to any tenant leases, construction
and related contracts, permits and approvals relating to the Building
Renovations and Tenant Improvements (each, a "Building Contract" and
collectively, the "Building Contracts"), and upon consummation of such
transaction this Lease shall terminate, and Tenant shall assume in writing all
of Landlord's obligations under the Building Contracts. Closing shall occur on
the date specified in Tenant's election notice, which date shall not be more
than sixty (60) days after delivery of Tenant's election notice. Landlord hereby
agrees to indemnify, defend and hold Tenant harmless from and against all
claims, damages, expenses (including reasonable attorney's fees), liabilities or
judgments arising on account of any default by Landlord under any Building
Contract or on account of Tenant's rejection or failure to assume any Building
Contract. In the event Landlord fails to acquire the Center by July 1, 1995,
then Landlord may terminate this Lease.

22. RIGHT OF FIRST OFFER TO PURCHASE.

22.1 Granting of Right of First Offer to Purchase. Landlord hereby
grants Tenant a right of first offer to purchase (the "Right of First Offer to
Purchase") Landlord's fee interest in the Center at any time during the Lease
Term, including any renewal thereof (the "Right of First Offer to Purchase
Period"). If during the Right of First Offer to Purchase Period, Landlord, or
its successors or assigns, desires to sell its interest in the Center, Landlord
shall, prior to marketing the Center or otherwise entering into any agreement to
sell the Center, first offer to sell the Center to Tenant at a price, and upon
such other terms and conditions as Seller is willing to accept from a third
party (the "Offer Terms"). Tenant shall have the right to exercise such Right of
First Offer to Purchase by written notice to Landlord delivered within thirty
(30) days (the "Exercise Period") following receipt of written notice from
Landlord of the Offer Terms. In the event Tenant wishes to purchase the Center,
but on terms other than the Offer Terms, it shall, within the Exercise Period,
provide Landlord with a written notice of the terms upon which Tenant would be
willing to purchase the Center (the "Counter-Offer Terms"); provided that
Landlord will have no obligation to accept such Counter-Offer Terms. A transfer
pursuant to any foreclosure or deed in lieu of foreclosure shall not invoke the
Right of First Offer under this Paragraph but any subsequent transfer shall
invoke such right.

22.2 Failure to Exercise Right of First Offer to Purchase. In the event
Tenant fails to exercise the Right of First Offer to Purchase within the
Exercise Period, Landlord shall be free to sell the

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Center to any third party (1) on any terms and conditions if Tenant has not
delivered the Counter-Offer Terms to Landlord, as aforesaid, or (2) if Tenant
has submitted Counter-Offer Terms, at a price no lower, and on such other terms
as are no more favorable to the third party, than were contained in the Counter-
Offer Terms (taken as a whole), in either case at a closing to be held within
one hundred eighty (180) days of the expiration of the Exercise Period. If the
Center has not been sold by Landlord on the foregoing terms within such 180-day
period, Landlord shall again be required to offer to sell the Center to Tenant
as above provided prior to accepting any other third party offer; provided that
in the event Landlord offers to sell the Center to Tenant on the Counter-Offer
Terms (or on any more favorable terms) at any time within such 180- day period,
Tenant shall have two (2) business days to accept such offer..

23. PROCEDURE UPON ELECTION TO PURCHASE.

23.1 Quality of Title. In the event of the purchase of the Center by
Tenant pursuant to Paragraphs 21 or 22 of this Lease, Landlord shall cause to be
transferred and conveyed to Tenant or its designee good and marketable fee
simple title to the Center as set forth in Paragraph 10.2 hereof, and insurable
as such by a reputable title insurance company of Tenant's choosing, subject
only to the Permitted Exceptions and any encumbrance caused or created by
Tenant, but free of any liens, encumbrances, charges, exceptions and
restrictions which have been created by or resulted from acts of, or failure to
act by, Landlord and in any event free of any liens, judgments and mortgages of
any kind or nature (including, without limitation, any of such liens, judgments
or mortgages which were included in the Permitted Exceptions).

23.2 Payment of Purchase Price. On the date fixed for any such purchase
of the Center pursuant to Paragraphs 21 or 22, as applicable, Tenant shall pay
to Landlord, by wire transfer of immediately available funds, the purchase price
therefor as specified herein, and Landlord shall thereupon deliver or cause to
be delivered to Tenant a general warranty deed, bill of sale and/or other
appropriate instrument or instruments of transfer as Tenant may require and in
form satisfactory to Tenant to effect the required transfer hereunder. In the
event of any such purchase, Landlord shall pay escrow fees, recording fees,
title insurance premiums and all applicable federal, state and local transfer
taxes which may be incurred or imposed by reason of such transfer and by reason
of the delivery of any instruments delivered pursuant to the foregoing
provisions of this paragraph. Tenant shall have the right to specifically
enforce any purchase right hereunder in addition to any other remedies available
at law or in equity.

23.3 Survival of Rights. The rights granted to Tenant under Paragraph
21 and Paragraph 22 shall survive a foreclosure of the Demised Premises and/or
the Center by any mortgagee and shall inure to the benefit of Tenant and its
successors and assigns.

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24. RIGHT OF FIRST OFFER TO LEASE.

24.1 Granting of Right of First Offer to Lease. Landlord hereby grants
to Tenant a right of first offer to lease (the "Right of First Offer to Lease")
any available space in the Center at any time during the Lease Term, including
any renewal thereof (the "Right of First Offer to Lease Period"). If during the
Right of First Offer to Lease Period, Landlord, or its successors or assigns,
desires to lease any space in the Center ("First Offer Space"), Landlord shall,
prior to marketing such space or otherwise leasing such space to any third
party, first offer to lease such First Offer Space to Tenant on the same terms
and conditions as are applicable to the then existing Demised Premises
(including expiration dates) except that (1) the annual Fixed Rent applicable to
such First Offer Space shall be equal to 105.5% of the then prevailing annual
Fixed Rent applicable to the existing Demised Premises, calculated on a per
rentable square foot basis (but excluding from such calculation the square
footage of the courtyard), (2) the First Offer Space shall be leased to and
accepted by Tenant in its existing "AS IS" condition (except that it shall be
vacant of any personalty or trade fixtures, broom clean and free of any
occupants) without any construction allowance or credit or any obligation on the
part of Landlord to improve same, and (3) Tenant's Share hereunder shall be
increased to reflect the additional space. Tenant shall have the right to
exercise such Right of First Offer to Lease by written notice to Landlord
delivered within ten (10) days (the "Exercise Period") following receipt of
written notice from Landlord that the First Offer Space is available (the "Offer
to Lease Notice"). Tenant must accept all space which is identified in the Offer
to Lease Notice. The foregoing Right of First Offer to Lease shall not apply to
any lease entered into by Landlord within two (2) years after the date hereof.

24.2 Failure to Exercise Right of First Offer to Lease. In the event
Tenant fails to exercise the Right of First Offer to Lease within the Exercise
Period as aforesaid, Landlord shall be free to lease such First Offer Space to
any third party on any terms, such lease to be executed within one hundred
twenty (120) days of the expiration of the Exercise Period. If the First Offer
Space has not been leased by Landlord to a third party within such 120-day
period, Landlord shall again be required to offer to lease such First Offer
Space to Tenant as above provided prior to leasing such space to any other
party.

24.3 Survival of Rights. The rights granted to Tenant under this
Paragraph 24 shall apply to and shall survive a foreclosure of the Demised
Premises and/or the Center by any mortgagee and shall inure to the benefit of
Tenant and its successors and assigns.

24.4 Procedure upon Election to Lease. In the event of the leasing by
Tenant of First Offer Space pursuant to this Paragraph 24, Landlord and Tenant
shall promptly enter into an amendment to this Lease incorporating herein such
First Offer Space upon the terms provided above.

25. EXPANSION OPTION SPACE.

25.1 Option. Tenant shall have the right (the "Expansion Option") to
lease the additional space in the Center shown on Exhibit 1 as the Expansion
Space (the "Expansion Space"), which Expansion Space shall consist of
approximately 10,000 rentable square feet and shall be contiguous with the
Demised

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<PAGE> 36

Premises. The precise configuration of the Expansion Space shall be designated
by Landlord in its reasonable discretion (provided such space is contiguous to
the then Demised Premises), and such Expansion Space shall be delivered to
Tenant at any time after the end of the third Lease Year but prior to the end of
the fifth Lease Year; provided that Landlord shall give Tenant not less than
three (3) months notice of the actual delivery date for such Expansion Space.
The option to acquire such Expansion Space shall be exercised, if at all, by
written notice from Tenant received by Landlord at any time prior to the end of
the third Lease Year.

25.2 Lease Terms. In the event that Tenant exercises the Expansion
Option, Tenant shall accept such Expansion Space in its then existing "AS IS"
condition (provided that it shall be vacant of any personalty or trade fixtures,
broom clean and free of any occupants), without any construction allowance or
credit or any obligation on the part of Landlord to improve same. If Tenant
desires to make additional improvements to any additional space, such work shall
be subject to Paragraph 14 hereof. Effective upon the delivery of the Expansion
Space to Tenant, all of the terms and provisions of this Lease shall be
applicable to the additional space (which shall then be deemed part of the
"Demised Premises"), including without limitation, expiration dates, except that
Tenant's Share shall be increased to reflect the additional space taken by
Tenant and the annual Fixed Rent with respect to such space shall be 105.5% of
the then prevailing annual Fixed Rent applicable to the existing Demised
Premises, calculated on a per rentable square foot basis but excluding the
courtyard area (i.e., using 81,669 rentable square feet for the Demised
Premises).

25.3 Amendment. In the event Tenant exercises the Expansion Option, the
parties shall promptly execute an amendment to this Lease incorporating herein
such space.

25.4 Survival of Rights. The rights granted to Tenant under this
Paragraph 25 shall survive a foreclosure of the Demised Premises and/or the
Center by any mortgagee and shall inure to the benefit of Tenant and its
successors and assigns.

26. SIGNS AND RENAMING OF THE BUILDING. Landlord shall, at Tenant's sole
cost and expense, erect or place building standard signs identifying the name of
Tenant on the top position of any pylon sign for the Center which identifies
tenants of the Center. In addition to the foregoing, Landlord hereby agrees to
name the Building after Tenant, such right to be given exclusively to Tenant
throughout the Lease Term. In the event Tenant elects at any time to have the
Building named after it, Landlord shall forthwith construct on the outside of
the Building, visible from the major access road and front parking areas, in a
reasonably prominent location, a sign or letters identifying Tenant's name
and/or company logo, as Tenant may elect. The form, shape, size and location of
such sign shall be reasonably acceptable to and approved by Tenant (including
Tenant's logo) and otherwise shall be in accordance with all applicable laws,
codes and ordinances. Landlord agrees to maintain the foregoing signs in a good
state of repair throughout the Lease Term.

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<PAGE> 37

27. SUBORDINATION; NONDISTURBANCE.

27.1 Subordination. Subject to Paragraph 27.2 below, this Lease shall
be subject and subordinate at all times to the lien of any mortgages or other
encumbrances now or hereafter placed on the Center or Building and to all
renewals, modifications, consolidations, replacements and extensions thereof, to
the full extent of the principal sum secured thereby and interest thereon
without the necessity of any further instrument or act on the part of Tenant to
effectuate such subordination, provided that Tenant covenants and agrees to
execute and deliver upon demand such further instrument or instruments
evidencing such subordination of the Lease to the lien of any such mortgage as
shall be reasonably required by a mortgagee or proposed mortgagee or by any
person.

27.2 Nondisturbance and Attornment. Notwithstanding anything in
Paragraph 27.1 above to the contrary, Tenant's agreement to subordinate this
Lease to any mortgagee or lienholder shall be effective only in the event that
any such mortgagee or lienholder agrees with Tenant in writing, as follows:

(a) That in the event it should become necessary to foreclose
the mortgage or other lien, the mortgagee or lienholder thereunder will
not join Tenant in summary or foreclosure proceedings so long as no
Event of Default has occurred and is continuing;

(b) That in the event the mortgagee or lienholder shall, in
accordance with the foregoing, succeed to the interest of Landlord
under this Lease, the mortgagee or lienholder agrees to be bound to
Tenant under all of the terms, covenants and conditions of this Lease
(including, without limitation, Landlord's obligations to construct the
Building Renovations and Tenant Improvements, and Tenant's self help
rights, purchase options and rights of first offer), and Tenant agrees,
from and after such event, to attorn to the mortgagee and/or purchaser
at any foreclosure sale of the Property, with all rights and
obligations under this Lease to continue as though the interest of
Landlord had not terminated or such foreclosure proceedings had not
been brought, and Tenant shall have the same remedies against the
mortgagee for the breach of an agreement contained in this Lease that
Tenant might have had under this Lease against Landlord if the
mortgagee had not succeeded to the interest of Landlord; provided,
however, that the mortgagee shall not be:

(i) bound by any rent or additional rent which Tenant
might have paid to Landlord for more than the current month
and one additional month; or

(ii) bound by any amendment or modification of the
Lease made without its consent (provided Tenant had received
written notice of such mortgagee prior to such amendment or
modification), which consent shall not be unreasonably
withheld or delayed; and

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<PAGE> 38

(c) That the mortgagee will agree to the application of
insurance proceeds to restoration of the Center, Building and Demised
Premises as required by this Lease so long as no Event of Default has
occurred and is continuing hereunder.

28. ASSIGNMENT AND SUBLET; LIENS.

28.1 Assignment and Sublet. Tenant shall have the absolute right to
assign this Lease, or to sublet all or any part of the Demised Premises without
Landlord's consent; provided, however, that unless otherwise agreed to in
writing by Landlord, (1) no sublessee or assignee shall violate the Leasing
Criteria and, as to the Former Retail Premises, no sublessee or assignee shall
violate any then existing exclusive granted to any existing retail tenant of the
Center under its lease and (2) Tenant shall continue to be liable for all
obligations of Tenant hereunder notwithstanding any such assignment or sublet.
Any value received by Tenant pursuant to such assignment or sublease shall be
the sole property of Tenant. Tenant shall provide Landlord with written notice
of any assignment or sublet and shall promptly provide Landlord with copies of
any executed assignments or subleases.

28.2 Liens. During the Lease Term, Tenant shall not, without a prior
written consent of Landlord, which consent shall not be unreasonably withheld or
delayed, place or cause to be created upon the leasehold estate created hereby,
any mortgage or other lien; provided, however, that in the event Landlord
defaults under its obligations to construct Building Renovations and Tenant
Improvements, and Tenant elects to perform such obligations, Tenant may finance
the cost of such improvement and, in connection therewith, may grant such lender
a leasehold mortgage on the Demised Premises without the consent of Landlord;
and provided further, however, that in the event any lien attaches to the
leasehold estate created hereby without the consent of Tenant, Tenant shall not
be deemed in default of this Lease so long as Tenant proceeds with due diligence
to have such lien removed or bonded over so as to prevent an execution on such
lien.

29. INSURANCE.

29.1 Landlord's Insurance. Landlord shall at all times during the Lease
Term maintain the following insurance in respect of the Center, Building and
Demised Premises:

(a) Insurance against loss or damage by fire, lightning, smoke
damage, vandalism and malicious mischief and other risks from time to time
included under standard "all risk" policies and such other risks as are or shall
customarily be insured against with respect to property that is similar to and
in the immediate surrounding neighborhood of the Center, in amounts sufficient
to prevent Landlord from becoming a coinsurer of any loss under the applicable
policies, but in any event in amounts not less than 100% of the current, full
replacement cost of the Center and Building, including the improvement to the
Demised Premises and other tenant space (as determined by Landlord's insurance
carrier), exclusive of foundations; subject, however, to a reasonable deductible
amount not to exceed $100,000. During the course of construction of the Building
Renovations and Tenant Improvements Landlord shall maintain a policy of
builder's all risk insurance consistent with the foregoing coverages.

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<PAGE> 39

(b) General public liability insurance against claims for bodily
injury, death or property damage occurring on, in or about the Center, Building
and the adjoining streets, sidewalks and passage ways, with primary limits of
not less than $2,000,000 with respect to bodily injury or death to any one
person, not less than $2,000,000 with respect to any one accident, and not less
than $500,000 with respect to property damage, and with combined limits of
primary and excess ("umbrella") liability of not less than $5,000,000 with
respect to any one accident.

(c) Worker's compensation insurance or comparable insurance under
applicable laws covering all persons employed at the Center or Building with
respect to which claims for death or bodily injury could be asserted against
Landlord, in statutory amounts.

29.2 Tenant's Insurance. Tenant shall at all times during the Lease
Term maintain at its sole cost and expense the following insurance in respect of
the Demised Premises:

(a) General public liability insurance against claims for bodily
injury, death, or property damage occurring on, in or about the Demised Premises
and the Common Areas, with primary limits of not less than $2,000,000 with
respect to bodily injury or death to any one person, not less than $2,000,000
with respect to any one accident, and not less than $500,000 with respect to
property damage, with excess liability (umbrella) insurance in a minimum amount
of $3,000,000. Such policy of insurance shall name Landlord as an additional
insured party.

(b) Workers' compensation insurance or comparable insurance under
applicable laws covering all persons employed at the Demised Premises with
respect to which claims or death or bodily injury could be asserted against
Tenant, in statutory amounts.

29.3 Insurance Terms. All insurance required by this Paragraph 29 shall
be written by companies with a Best rating of [B+] or higher which are
authorized to transact insurance business in the State of Florida.

29.4 Notices. Every policy required by this Paragraph 29 shall contain
an agreement by the insurer that it will not cancel or modify such policy except
after 30 days prior written notice sent by registered mail to Tenant, in the
case of Landlord's insurance, and to Landlord, in the case of Tenant's
insurance.

29.5 Certificates. Each party shall deliver to the other promptly after
the execution and delivery of this Lease, certificates of the insurers,
satisfactory to the other party, evidencing all the insurance which is required
by this Paragraph 29, and each party shall, at least 30 days prior to the
expiration of any such insurance, deliver additional certificates of the
insurers, satisfactory to the other party, evidencing the renewal of such
insurance.

29.6 Waiver; Waiver of Subrogation. The parties hereto mutually
covenant and agree that each party shall, in connection with property insurance
policies required to be furnished in accordance

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<PAGE> 40

with the terms and conditions of this Lease, or in connection with such other
insurance policies which they may obtain insuring their respective interests in
their own properties, whether personal or real, use commercially reasonable
efforts to cause its insurer to include in such policy of insurance a waiver of
subrogation endorsement. In connection with the foregoing, Landlord and Tenant
each mutually waive all right of recovery against each other, their agents, or
employees for any loss, damage or injury of any nature whatsoever to property
for which such party is required by this Lease to carry insurance, to the extent
of such coverage; provided that the foregoing waivers by Landlord and Tenant
shall be valid only if and to the extent that they are able to secure the
foregoing subrogation endorsements to their respective insurance policies and
such waivers do not violate the provisions of existing insurance policies or
void or impair coverage thereunder.

29.7 Self-help. In the event either party fails to obtain or maintain
the insurance required hereunder, or to evidence such insurance upon request,
the other party shall have the right, in addition to all other rights available
hereunder, at law or in equity, to purchase such insurance on behalf of the
defaulting party, in which case the defaulting party shall reimburse the acting
party upon demand, with interest at the Default Rate until paid.

30. INSPECTION AND ACCESS BY LANDLORD.

Tenant agrees that the said Landlord's agents, and other
representatives, shall have the right, during normal business hours and upon
reasonable prior notice to Tenant, to enter into and upon the said Demised
Premises, or any part thereof, at all reasonable hours for the purpose of
examining the same, or for exhibiting the same to prospective purchasers (or,
during the last six months of the Lease Term, to prospective tenants) in the
presence of a representative of Tenant (except in the event of emergency) or
making such repairs or alterations therein as may be necessary for the safety
and preservation thereof, without unduly or unreasonably disturbing the
operations of Tenant. Landlord's rights hereunder are expressly subject to
Landlord's obligation with respect to the confidentiality of the records owned
by third parties which are in the custody of Tenant in the conduct of its
business.

31. SURRENDER; HOLDOVER.

31.1 Surrender. On the last day, or earlier permitted termination of
the Lease Term, Tenant shall quit and surrender the Demised Premises in good and
orderly condition and repair (reasonable wear and tear, and damage by the
elements, condemnation, fire or other casualty excepted) and shall deliver and
surrender the Demised Premises to Landlord peaceably, together with all
alterations, additions and improvements in, to or on the Demised Premises, made
by Tenant as permitted under the Lease. Landlord reserves the right, however, to
require Tenant at its cost and expense to remove any alterations or improvements
installed by Tenant (excluding the Building Renovations and Tenant Improvements)
and not permitted or consented to by Landlord pursuant to the terms and
conditions of the Lease (to the extent such consent was required hereunder),
which covenant shall survive the surrender and the delivery of the Demised
Premises as provided hereunder. Prior to the expiration of the Lease Term,
Tenant shall remove all of its property, fixtures, equipment and trade fixtures
from the Demised Premises. All property not removed by

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Tenant shall be deemed abandoned by Tenant, and Landlord reserves the right to
charge the reasonable cost of such removal to Tenant, which obligation shall
survive the Lease termination and surrender hereinabove provided.

31.2 Holdover. If the Demised Premises are not surrendered at the
expiration of the Lease Term, Tenant shall be deemed a holdover, on a month to
month basis, and Tenant shall be obligated to pay Fixed Rent in the amount of
150% of the then effective Fixed Rent, together with all Additional Rent
required to be paid hereunder, prior to surrender.

32. CONSENTS. Wherever in this Lease it is provided that either party has a
right to withhold consent or approval or to exercise its judgment, such consent
or approval or exercise of judgment shall not be unreasonably withheld, applied
or delayed unless expressly provided to the contrary herein. In the event of a
final determination by any court of competent jurisdiction to the effect that a
requested consent was unreasonably withheld or delayed, then the losing party
shall reimburse the other party for reasonable attorney's fees and all other
reasonable expenses incurred in obtaining such determination, the requested
consent shall be deemed to have been granted or judgment exercised in favor of
the prevailing party, and the party who shall have refused or failed to give
such consent at all or in a timely manner or failed to exercise reasonable
judgment shall not have any additional liability to the other party except if
such consent was refused, not given, or not timely given or judgment was
unreasonably exercised in bad faith. The giving of a consent in one instance
shall not relieve a party from the obligation of obtaining consent in any other
instance.

33. LEGAL FEES AND COURT COSTS. If Landlord or Tenant (the "Non-Defaulting
Party") at any time is compelled to pay or elects to pay any sum of money, or do
any act which will require the payment of any sum or money, by reason of the
failure of the other party (the "Defaulting Party") to comply with any provision
hereof (as determined by final adjudication of a court of competent
jurisdiction), or if Landlord or Tenant is compelled to or does incur any cost
or expense, including reasonable attorney's fees in collection of such sum or in
instituting, prosecuting or defending any action or proceeding instituted by
reason of any default of the Defaulting Party hereunder, or enforcing any
judgment in connection therewith (in either case such determination of "default"
to be determined by court of competent jurisdiction), the Defaulting Party
shall, on demand, pay to the Non-Defaulting Party, by way of reimbursement, the
sum or sums so paid by the Non-Defaulting Party (including all reasonable
attorney's fees and court costs) with interest from the date such payment was
made by the Non-Defaulting Party to the date of actual reimbursement by the
Defaulting Party at a rate equal to two percent (2%) above the Prime Rate (the
"Default Rate").

34. MEMORANDUM OF LEASE. At any time following the date hereof, and at
the request of Tenant or Landlord, a memorandum of this Lease shall be prepared
in form satisfactory to both parties, which each party will execute. The
memorandum shall be recorded in the appropriate public offices for publishing
notice of the existence of this Lease and the rights of Tenant hereunder. The
memorandum of Lease shall specifically reference Tenant's renewal options,
purchase options and rights of first offer and the Section 713.10, Florida
Statute language set forth in Paragraph 14.2 hereof. The cost and expense of

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preparation and recording of the memorandum of this Lease shall be paid by the
party requesting the memorandum.

35. NOTICES. All notices or demands given or required to be given
hereunder shall be in writing and shall be hand delivered or sent by United
States Certified or Registered Mail, return receipt requested, postage prepaid,
or by Federal Express or other guaranteed overnight courier, addressed to the
intended recipient's address or addresses set forth below or at such other
address or addresses as shall be designated in writing by the party to receive
notice. Any such notice shall be deemed to have been given (a) when received, if
hand delivered, (b) two (2) business days after the date of deposit in the
United States mails or (c) one business day after the date sent by an overnight
mail service, and if sent as aforesaid, shall be effective whether or not
received by the addressee.

For Landlord:

Quixotic Investment Holdings, Inc.
1247 Mandalay Point
Sarasota, FL 34242
Attn: Mark P. Famiglio

With a required copy to:

Blalock, Landers, Walters and
Vogler, P.A.
802 11th Street West
Bradenton, FL 34205
Attn: Garret T. Barnes, Esq.

For Tenant:

(i) prior to the Occupancy Commencement Date:

Staff Capital, L.P.
1301 6th Avenue West
Bradenton, FL 34209
Attn: Harry D. LeTourneau, Jr.,
President and CEO

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with a required copy:

McKay and Heagerty, Inc.
1401 Manatee Avenue West
Suite 1010
Bradenton, FL 34205
Attn: John M. McKay

(ii) from and after the Occupancy Commencement Date:

To the Demised Premises

With a required copy to:

Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attn: Glenn D. Blumenfeld, Esquire

36. BROKERS. Each party represents and warrants that it has not had
dealings with any real estate broker, finder or other person with respect to
this Lease in any manner other than Tenant's Representative and Mark Famiglio
whose commissions shall be paid by Tenant as to its Tenant Representative and
Landlord, as to Mark Famiglio. Each party shall indemnify, defend and hold
harmless the other party from any and all claims, actual or threatened, and all
damages resulting from any claims that may be asserted against the other party
by any other broker, finder or other person with whom the other party had or
purportedly has dealt. Mark Famiglio is a Florida real estate broker and a
principal of the Landlord and is receiving a commission in connection with this
transaction payable by Landlord.

37. ARBITRATION. In the event of any dispute between the parties with
respect to a substitute index for the Consumer Price Index, the matters
described in Paragraph 4.3(d) or in the event Tenant disputes any statement of
Operating Expenses or Impositions, such dispute shall be submitted by the
parties to binding arbitration in accordance of the then prevailing practices
and procedures of the American Arbitration Association ("AAA") as in effect in
the County of Manatee, Florida and surrounding areas; provided that in the case
of a dispute regarding matters described in Paragraph 4.3(d), the initial
arbitrators shall be the Architect and the Consulting Architect. The decision of
the arbitrator or panel of arbitrators shall be final and binding on the
parties. Each party shall be afforded an opportunity for discovery including an
opportunity to take depositions and admit such depositions as evidence in any
arbitration hearing. To the extent possible, the arbitrators or panel of
arbitrators shall be selected within 15 days after either party invokes the
arbitration process and the final decision of the arbitrator or panel or
arbitrators shall be rendered within 30 days thereafter. In the event the
Architect and Consulting Architect cannot agree on a resolution of the dispute
within fourteen (14) days after the matter is submitted for consideration, the

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Architect and Consulting Architect shall, within five (5) days thereafter,
mutually agree on an independent third party to serve as the arbitrator, which
party shall be an independent, Florida licensed architect with at least ten (10)
years experience in designing commercial real estate (the "Independent
Arbitrator"). The Independent Arbitrator shall be the sole arbitrator and shall,
to the extent practicable, render its decision within ten (10) days after its
selection; but in any event shall render its decision within thirty (30) days
after such appointment. In the event the Consulting Architect and Architect
cannot agree on a resolution to any dispute and on the identity of the
Independent Arbitrator, such Independent Arbitrator shall be selected by the
then highest ranking officer of AAA in Manatee County, Florida, provided such
Independent Arbitrator shall have no financial interest or family relationship
with Landlord or Tenant. In the event Landlord or Tenant have terminated the
services of the Architect or Consulting Architect, as the case may be, and
replaced such party with a new architect, the new architect shall succeed to the
role of the original architect it replaced for purposes of this Paragraph.

38. SEVERABILITY. If any term or provision of this Lease shall to any
extent be held invalid, illegal or otherwise unenforceable, the remaining terms
and provisions of this Lease shall not be affected thereby, but each term and
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.

39. GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of Florida.

40. ESTOPPEL. Within ten (10) business days after request therefor by
either party (the "Requesting Party"), the other party (the "Responding Party")
shall execute and deliver to the Requesting Party a sworn statement, in
substantially the form of Exhibit 40 (the "Estoppel Certificate"), certifying as
to the facts and information contained in such Estoppel Certificate. Each party
hereby acknowledges and agrees that the Requesting Party and any mortgagee,
prospective purchaser of the Center or Tenant's business, as well as any other
lender of either party, may rely on the Estoppel Certificate. In the event any
Responding Party fails to deliver the Estoppel Certificate within ten (10)
business days after written request therefor from the Requesting Party, the
Requesting Party may execute the Estoppel Certificate on behalf of the
Responding Party and, in such event, the Responding Party will be bound by the
Estoppel Certificate actually executed and delivered by the Requesting Party
(including all information contained therein) and any mortgagee, lender or
purchaser shall be entitled to rely on such Estoppel Certificate as if delivered
by the Responding Party.

41. HEADINGS. Headings in this Lease are inserted for convenience only,
and are not to be construed as a part of this Lease and shall not in any way be
construed as definitive of or limited to the scope or intent of the provisions
hereof.

42. ENTIRE AGREEMENT. This Lease, including all Exhibits attached
hereto, each of which is incorporated in this Lease, contains the entire
agreement of the parties hereto and any representations, inducements, promises
or agreements, oral or otherwise, not embodied herein shall be of no force or
effect.

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This Lease and the Exhibits may be altered, amended, or revoked only by a
subsequent instrument in writing signed by duly authorized representatives of
Landlord and Tenant.

43. PARTIES BOUND; BENEFITS. The terms and conditions of this Lease
shall be binding upon and shall inure to the benefit of the legal
representatives, successors and assigns of the parties hereto.

44. RADON GAS DISCLOSURE. 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. This notice is given pursuant to
Florida Statutes, 404.056(7). In the event testing of the Demised Premises
reveals a level of radon which exceeds levels that are generally considered safe
levels or which otherwise require remediation, Landlord shall remediate such
problem at its sole cost and expense.

45. FORCE MAJEURE. Except for the obligation of the Tenant to pay Fixed
Rent and Additional Rent under this Lease, the period of time during which the
Landlord or Tenant is prevented from performing any act required to be performed
under this Lease by reason of fire, catastrophe, area-wide labor strikes,
lockouts, civil commotion, acts of God or the public enemy, government
prohibition or preemptions, embargoes, inability to obtain material or labor by
reason of governmental regulations or prohibitions (as opposed to difficulties
in obtaining such labor or materials caused by failure to process long lead time
items in a timely basis, increase in the cost of material and the like),
material defaults of the other party under this Lease, or other events beyond
the reasonable control of Landlord or Tenant, as the case may be (a "Force
Majeure"), shall be added to the time for performance of such act and shall
extend the deadline for performance of such act, as applicable; provided,
however, that economic impracticability shall not be considered a reason beyond
any party's reasonable control; and provided further, however, that for purposes
of Landlord's construction obligations under Paragraph 4 hereof, none of the
foregoing acts or occurrences shall be deemed a "Force Majeure" which will
extend Landlord's obligation to perform or the deadline for such performance
unless Landlord identifies to Tenant the occurrence of such Force Majeure in
writing within five (5) days after the occurrence of the facts or circumstances
giving rise to such Force Majeure, which notice shall identify to Tenant the
existence of such potential Force Majeure as well as Landlord's reasonable, good
faith estimate of the duration of such Force Majeure, together with Landlord's
proposed plan for limiting the impact thereof.

46. GUARANTY OF MARK FAMIGLIO. As a condition of Tenant's agreement to
enter into this Lease, Landlord has caused its sole shareholder, Mark P.
Famiglio ("Guarantor"), to execute the Joinder attached to this Lease, pursuant
to which Guarantor has guaranteed to Tenant certain payment obligations relating
to the Building Renovations and Tenant Improvements as described in such
Joinder.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed as of the day and

- 40 -

<PAGE> 46

year first above written.
LANDLORD:
--------

Witness/Attest: QUIXOTIC INVESTMENT HOLDINGS, INC.

[Corporate Seal]

/s/ By: /s/ Mark P. Famiggio
- ----------------------------------- ----------------------------------
Signature Name: Mark P. Famiggio
--------------------------------
/s/ Title: President
- ----------------------------------- --------------------------------
Signature

TENANT:
------

Witness/Attest: STAFF CAPITAL, L.P., a Delaware limited
partnership

[Corporate Seal] By: STAFF ACQUISITION, INC., its
General Partner

/s/
- ----------------------------------- By: /s/ D A Vanadore
Signature ----------------------------
Name: David A. Vanadore
/s/ --------------------------
- ----------------------------------- Title: V/P CFO
Signature --------------------------

- 41 -

<PAGE> 47
JOINDER

The undersigned, Mark Famiglio ("Guarantor"), being the sole shareholder of
Landlord, hereby joins in the foregoing Lease for the limited purpose of
guarantying and becoming surety to Tenant for the full cost to complete the
Building Renovations and Tenant Improvements in accordance with the Plans and
Specifications should Tenant exercise its right to complete such work because
(1) Landlord has not commenced construction of the Building Renovations and
Tenant Improvements on or before the Commencement of Construction Date; or (2)
the Building Renovations and Tenant Improvements are not at least 70% completed
by the Outside Date (as extended pursuant to Paragraphs 4.10 and 45 of the
Lease); provided, however, that Landlord's obligations shall be limited to the
reasonable, actual cost of such work; and provided, further, that Guarantor's
obligations hereunder shall be null and void should Tenant acquire the Center
pursuant to its purchase option under Paragraph 21 of the Lease or otherwise
prior to completion of the work. The obligations of Guarantor hereunder
constitute a guarantee of payment and not merely collection, are absolute and
unconditional, and shall not be discharged, impaired or otherwise affected
except by payment to Tenant in accordance herewith. Tenant shall have the
right to require Guarantor to pay and satisfy its obligations and liabilities
under this guaranty and shall have the right to proceed immediately against
Guarantor with respect thereto, without being required to first bring any
proceeding or

<PAGE> 48
take any action of any kind against Landlord. This guaranty shall survive any
transfer of the Center by Landlord.

By way of example, should Tenant elect to complete the Building
Renovations and Tenant Improvements (without acquiring title to the Center
under Paragraph 21) at a cost of $2,000,000, Guarantor shall be liable to Tenant
for such amount.

IN WITNESS WHEREOF, the undersigned has executed this Guaranty, for good and
valid consideration this 27th day of March, 1995.

WITNESS:

/s/ /s/ Mark P. Famiglio
- ---------------------------------- -----------------------------------
Signature MARK P. FAMIGLIO

/s/
- ----------------------------------
Signature
<PAGE> 49

EXHIBIT 4.1

Tenant Manual for Staff Leasing, Inc.

DeSoto Center
Bradenton, Florida

Dated on or about March 1995
Job No. 95004

Prepared for:

Quixotic Investment Holdings, Inc.
1247 Mandalay Point Road
Sarasota, Florida

Prepared by:

Lawson and Associates, Inc.
Bradenton, Florida

Patrick M. Pillot Architect, Inc.
Sarasota, Florida

Stewart Engineering Consultants
Sarasota, Florida

The attached constitutes an amendment to Tenant Modifications.

<PAGE> 50
(Attachment to EXHIBIT 4.1)
AMENDMENTS TO TENANT MODIFICATIONS

1. The elevator will not need to be moved more than 2 feet in order to miss
the beam. That is acceptable to tenant, so the elevator will be designed
without the beam needing to be changed, but remain generally in the same
location.

2. In order to accommodate the North staircase, we will rework the office
layout on the second floor to accommodate the stairs and maximize the
number of offices.

3. The outdoor staircase will be covered only with a canopy; the design to fit
with the courtyard.

4. The middle door in the back (North) wall may be required from a code point
of view. Pat will check the calculations and confirm decision with Nancy.
Door is only required if egress is needed.

5. We will re-design staging and purchasing to give the staging access to one
loading bay. We will close off the additional door for staging. Shift the
door of processing and change the processing door to a single one. Other
doors in that area as per original design.

6. The right entrance/exit door on the South wall needs to align with the
traffic pattern of the operations floor.

7. On the East wall Pat will look at the possibility of using the existing
door. This is dependent on the traffic pattern and code requirements.

8. There will be a handicapped drinking water fountain off the employee
lounge, as marked.

9. The front facade will be re-designed to exclude the canopy, and ignoring
the striping. Windows will be changed to start at a "normal" level. We all
agree that the front should look good. The canopy in front of the best
building will be removed, except for the part right above the entrance way
which will remain.

10. Pat will be "more generous" on windows for the side, and back. Additional
windows will be added where possible and reasonable. To maximize natural
light in all office areas.

11. Skylights to be reviewed if windows allow for some reduction. In
principle though, skylights as per drawing.

<PAGE> 51

AMENDMENTS TO TENANT MODIFICATIONS

12. SLG will replace the generator. SLG to provide Pat/Stewart with technical
data for size and installation requirements etc.

13. Windows: SLG accepts standard colors, dark bronze or white; est. savings

14. Acoustical ceiling tile, change in dimension agreed to by Tenant estimated
savings:

15. Painting of the outside; estimated cost increase above pressure cleaning
and sealing costs.

16. Folding Partition, specification requirements reduced; estimated savings:

17. Eliminate underground wiring; savings:

18. Change in the sprinklers to non-recessed type.

19. Lightening protection system, Mahogany elevator,
Glass stainless steel handrail around atrium, are all eliminated

20. Front desk to be made from a mixture of plastic & wood veneer

21. Electrical specification to include 2 1/2 inch parabolic lighting,
additional costs to be estimated and price agreed upon with Tenant bearing
the additional cost of the change.

22. The computer flooring shall be Tate Encore System in standard colors or
equivalent.

<PAGE> 52

EXHIBIT 4.8

PRELIMINARY DESIGN AND CONSTRUCTION SCHEDULE

April 25 Submit plans and specification to Tenant.

April 28 Landlord closes on purchase of Center.

May 1-14 Demolition of Center.

May 28 Landlord obtains building permits.

Nov. 1 Landlord substantially completes Center.

<PAGE> 53
EXHIBIT 5

LEASING CRITERIA

1. No part of the Demised Premises or The Center shall be used or occupied by
any hazardous or undersirable facility as defined below:

As used herein, "hazardous or undesirable facility" includes, but is not
limited to, gas stations, motorcycle shops (sales or service), gun
shops, pawn shops, flea markets, second hand merchandise operations,
consignment operations, massage parlors, adult book or adult video stores,
or other businesses which sell or display pornographic material or operate
businesses that are unsuitable for children to visit and patronize, or
which would cause an nuisance to or otherwise manufacturing uses,
automobile, boat or trailer sales, or any use where inventory is stored or
displayed in the parking areas of the Center. It is agreed between the
parties that parking areas and other Common Areas should not be burdened by
either large scale or protracted use which is often associated with many of
the above prohibited uses.

2. No part of the Demised Premises or Center shall be used for "Adult"
bookstores or cinemas, "peepshows" or entertainment of an obscene,
pornographic or predominately sexual nature.

3. There shall not be located within 150 feet of the exterior walls of the
"Building" any entertainment facility without Tenant's and Landlord's
consent.

As used herein, "entertainment facility" or "recreational facility"
includes, but is not limited to, movie, theater, bar, tavern, amusement
arcade, billiards room, pool hall, bowling alley, live entertainment
facility, stage production(s), video game room, skating rink, bingo parlor
or other places or public amusement.

4. Landlord shall not allow any tenant to operate space in the Center in
violation of the exclusive use granted to Tenant under Paragraph 5 of the
Lease.
<PAGE> 54

(MAP)
<PAGE> 55

EXHIBIT 10.2

SCHEDULE OF PERMITTED EXCEPTIONS

(Landlord will obtain an acquisition and construction loan which will
be secured by a mortgage upon the Center, subject to Paragraph 27 of the
Lease.)
<PAGE> 56

Prepared by:
PAGE I
R.L. Hine
FLORIDA POWER & LIGHT COMPANY EASEMENT Date: February 6, 1978
P. O. BOX 149
BRADENTON, FLORIDA 33506 SEC 2 TWP 35S RGE 17E
Manatee County, Florida

In consideration of the payment to me/us by Florida Power & Light
Company of $1.00 and other good and valuable consideration which I/we have
received, I/we and those holding through me/us, grant and give to Florida
Power & Light Company and its successors and assigns an easement for the
construction, operation and maintenance of electric utility facilities
(including wires, poles, guys, cables, conduits, transformer enclosures and
appurtenant equipment) to be installed from time to time; with the right to
reconstruct, improve, add to, change the size of or remove such facilities or
any of them; to permit the attachment of conduits, wires or cables of any
other Company or person; also, to cut, trim and keep clear all trees, brush
and underground or other obstructions that might endanger or interfere with
said facilities, on, over, upon, under, and across my/our property described
as follows;

Being a parcel of land situated in the Northeast 1/4 and partly in the
Southeast 1/4 of Section 2, Township 35 South, Range 17 East, Manatee County,
Florida, and more particularly described as follows:
Beginning at the Southwest corner of the Northeast 1/4 of said Section 2,
thence North 89 43' 46" East along the South line of the Northeast 1/4 a
distance of 669.01 feet to a point; Thence North 00 15' 15" West along West
line of the Southeast 1/4 of the Southwest 1/4 of the Northeast 1/4 a distance
of 107.55 feet to the principal point and place of beginning of the following
description; Thence continuing North 00 15' 15" West, along said West line a
distance of 428.14 feet to a point; Thence North 89 53' a distance of 794.00
feet to a point on the North line of the South one-half of the Northeast 1/4 of
said Section 2; Thence North 89 53' 31" East along said North line a distance
of 1283.11 feet to a point on the West right-of-way line of 3rd Street West;
Thence South 00 18' 45" East along said right-of-way line a distance of 1326
feet to a point on the South line
CONTINUED:
---------

In the presence of:

/s/
- ------------------------------- ---------------------------------------

BY /s/
- ------------------------------- ---------------------------------------
President

ATTEST: /s/ Dale Lindsay
(CORPORATE SEAL) --------------------------------
Secretary

STATE OF FLORIDA AND COUNTY OF Manatee
------------------------------------------

I HEREBY CERTIFY that before me, personally appeared
--------------------

respectively, __________ President and _______ Secretary of _______________

a Corporation organized under the Laws of the State of Florida, to me known
to be the persons described in and who executed the foregoing instrument, and
severally acknowledged the execution thereof to be their free act and deed as
such officers, for the users and purposes therein mentioned; and that they
affixed thereto the official seal of said corporation and that said instrument
is the act and deed of said corporation.

WITNESS my hand and official in said County and State this sixteenth day
of March 1978.
[SEAL]

/s/
My Commission expires: April 24, 1981 ---------------------------------------
NOTARY PUBLIC STATE OF FLORIDA AT LARGE

RWO/ 673 ER 7 STRUCT. NO. ____
<PAGE> 57
Prepared by:
PAGE II
R.L. Hine
FLORIDA POWER & LIGHT COMPANY EASEMENT Date: February 6, 1978
P. O. BOX 149
BRADENTON, FLORIDA 33506 SEC 2 TWP 35S RGE 17E

of the South one half of the Northeast 1/4; Thence South 00 19" 33"
East along the West right-of-way of 3rd Street West a distance of 225.11 feet
to a point; Thence South 80 39' 34" West a distance of 285 feet to a point;
Thence South 00 19' 33" East a distance of 212.90 feet to a point; Thence South
36 30' 50 " West a distance of 170.51 feet to a point on the North right-of-way
line of US Highway 301 (Boulevard West); Thence North 53 29' 10" West along
said right-of-way line a distance of 60 feet to a point; Thence North 36 30'
50" East, a distance of 150.53 feet to a point, Thence North 30 30' 50" East
a distance of 150.53 feet to a point; Thence North 00 19' 33" West a distance
of 436.66 feet to a point: Thence North 53 29' 10" West along a line 500 feet
North of and parallel with the North right-of-way line of US Highway 301
(Boulevard West) a distance of 1135.33 feet to a point; Thence South 00 15' 15"
East a distance of 624.17 feet to a point on the said North right-of-way line;
Thence North 53 29' 10" West along said North right-of-way line a distance of
56.17 feet to the principal point of beginning and containing 34.031 acres of
land, more or less, but subject to all legal highways and easements of record.

In the presence of:
DESOTO SQUARE VILLAS COMPLEX
----------------------------
- -------------------------------

BY ?
- ------------------------------- -------------------------------------
PRESIDENT

ATTEST: /s/ Dale B. Lindsay
(CORPORATE SEAL) --------------------------------
SECRETARY

STATE OF FLORIDA AND COUNTY OF Manatee

I HEREBY CERTIFY that before me, personally appeared
--------------------

respectively, __________ President and _______ Secretary of _______________

WITNESS my hand and official said in said County and State this sixteenth day
of March 19, 1978.
/s/ ?
My Commission expires: April 24, 1981 ---------------------------------------
NOTARY PUBLIC STATE OF FLORIDA AT LARGE

RWO/ 672 ER 7 STRUCT. NO. ____

<PAGE> 58

Page 3

Stipulation:

1. Owner reserves right to approval of all transformers
and other appurtenant equipment above ground.

2. This easement is limited to facilities to serve
Desoto Square Villas Complex.

<PAGE> 59
DRAINAGE EASEMENT

THIS INDENTURE, made this ___th day of January, 1981, between
Southcoast-DeSoto Associates, doing business in the County of Manatee, State of
Florida, party of the first part, and the COUNTY OF MANATEE, STATE OF FLORIDA,
party of the second part,

WITNESSETH:

That said party of the first part, for and in consideration of the sum
of $1.00 and other valuable considerations to it in hand paid, the receipt
whereof is hereby acknowledged, has granted, bargained, sold and transferred,
and by these presents does grant, bargain, sell and transfer unto said party of
the second part, an easement and right of way across the following described
property situate in the County of Manatee, State of Florida, more particularly
described as follows:

SEE SCHEDULE "A" ATTACHED.

for the purpose of constructing and maintaining a drainage pipe, provided that
in the event party of the second part should ever abandon said easement and
right of way, then said easement and right of way will become null and void, and
the title thereto shall refer to party of the first part, its assigns or
successors in title.

IN WITNESS WHEREOF the grantor has caused these presents to be executed
by its duly authorized representatives the day and year first above written.

Signed, sealed and delivered SOUTHCOAST-DeSOTO
in the presence of: ASSOCIATES, an Ohio
general partnership

By SOUTHCOAST-DeSOTO, LTD.,
general partner

/s/ Dan D. Collins By /s/ Curtis A. Crenshaw
- ---------------------------- -------------------------------------
Curtis A. Crenshaw
General Partner
/s/
- ----------------------------

[SEAL]

ATTEST
/s/ R.B. Shore /s/ Patricia M. Glass
---------------------- -------------------------------------

R. B. Shore, Clerk of Circuit Court

THIS INSTRUMENT WAS PREPARED BY
DEAN S. HOOVER, ATTORNEY
THE EDWARD J. DeBARTOLO CORP.

-1-

<PAGE> 60

DeSOTO CENTER, INC.,
general partner

/s/ Denise G. Loshinsky By: /s/ Robert J. Schreier
- ---------------------------- -------------------------------

/s/ Dean S. Hoover And /s/ James R. Loshinsky
- ---------------------------- -------------------------------
JAMES R. LOSHINSKY
ASST. SECRETARY

STATE OF ALABAMA )
) SS.
COUNTY OF JEFFERSON )

I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgements,
personally appeared Curtis A. Crenshaw, well known to me to be the general
partner of Southcoast-DeSoto, Ltd., a limited partnership which is a general
partner of Southcoast-DeSoto Associates, the partnership named as grantor in
the foregoing instrument and that he acknowledged executing the same in the
presence of the subscribing witness freely and voluntarily under authority duly
vested in him by said partnership.

WITNESS my hand and official seal in the County and State last
aforesaid this 23rd day of January, A.D. 1981.

(SEAL)

/s/ Marilyn D. Wynn
-------------------
Notary Public

My commission expires: 1-16-84

STATE OF OHIO )
) SS.
COUNTY OF MAHONING )

I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgements,
personally appeared ROBERT J. SCHREIBER & J.R. Loshinsky well known to me to be
the Vice President and Asst. Secretary, respectively, of DeSoto Center, Inc.,
the corporation which is a general partner of Southcoast-DeSoto Associates, the

THIS INSTRUMENT WAS PREPARED BY DEAN S. HOOVER, ATTORNEY THE EDWARD J.
DeBARTOLO CORP.

-2-

<PAGE> 61

partnership named as grantor in the foregoing instrument, and that he
acknowledged executing the same in the presence of two subscribing witnesses
freely and voluntarily under authority duly vested in him by said corporation
and said partnership and that the seal affixed thereto is the true corporate
seal of said corporation.

WITNESS my hand and official seal in the County and State last
aforesaid this 10th day of January, A.D. 1981.

/s/
------------------------------
Notary Public
(SEAL)
My commission expires:

THIS INSTRUMENT WAS PREPARED BY
DEAN S. HOOVER, ATTORNEY
THE EDWARD J. DeBARTOLO CORP.

-3-
<PAGE> 62
SCHEDULE "A"

Being a parcel of land situated in the Northeast Quarter and partly in the
Southeast Quarter of Section 2, Township 35 South, Range 17 East, Manatee
County, Florida, and more particularly described as follows:

Beginning at the Southwest corner of the Northeast Quarter of said Section 2;
thence North 89 (degrees) 43' 46" East, along the South line of the Northeast
Quarter a distance of 669.01 feet to a point; thence North 00 (degrees) 15' 15"
West, along the West line of the Northeast Quarter, a distance of 107.55 feet
to a point on the North right-of-way line, a distance of U. S. Highway 301
(Boulevard West); thence South 53 (degrees) 29' 10" East, along said
right-of-way line, a distance of 56.17 feet to the principal point and place
of beginning of the following description:

Thence North 00 (degrees) 15' 15" West, a distance of 624.17 feet to a point;
thence South 53 (degrees) 29' 10" East, a distance of 1135.33 feet to a point;
thence South 00 (degrees) 19' 33" East, a distance of 436.66 feet to a point;
thence South 36 (degrees) 30' 50" West a distance of 150.53 feet to a point on
the North right-of-way line of U. S. Highway 301 (Boulevard West); thence North
53 (degrees) 29 ' 10" West along said North right-of-way line of U. S. Highway
301, a distance of 1023.53 feet to the principal point and place of beginning
and containing 12.842 acres of land more or less, but subject to all legal
highways and easements of record;

DRAINAGE EASEMENT

DESCRIPTION:

All that certain parcel of land in the East 1/2 of the S.W. 1/4 of the N.E. 1/4
of Section 2, Township 3; South, Range 17 East, Manatee County, Florida, being
15.00 feet on each side of the following described Center Line:

From the S.W. corner of the said East 1/2 of the S.W. 1/4 of the N.E.
1/4, run N 00 (degrees) 15' 15" W, a distance of 107.55 feet to the northerly
right of way line of State Road #683 (U.S. Highway 301 Boulevard West); and S
53 (degrees) 29' 10" E, along the said Northerly right of way line of State
Road #683, a distance of 875.49 feet to the point of beginning. Thence along
the said center line the following four courses, viz:
<PAGE> 63

1. N 58 (degrees) 54' 45" E, a distance of 181.71 feet;
2. N 36 (degrees) 30' 50" E, a distance of 75.00 feet;
3. N 07 (degrees) 15' 58" E, a distance of 245.57 feet;
4. S 89 (degrees) 18' 17" E, a distance of 19.97 feet;

To a point in the outline of the above whole parcel of land of which this
Easement is a part, said point being the terminus of the above described
easement. The side lines of the above described easement are to be prolonged
or shortened to terminate in the said northerly right of way of State Road #683
and the said outline of the whole parcel.

THIS INSTRUMENT WAS PREPARED BY
DEAN S. HOOVER, ATTORNEY
THE EDWARD J. DeBARTOLO CORP.

<PAGE> 64
(CORP. SWDE) PARCEL NO. 800.1
This instrument prepared and legal SECTION 1313-102
description approved Date 03-12-81 STATE ROAD 55
By: L. L. Wright City Bartow, Florida COUNTY Manatee
State of Florida Department of Transportation FAP NO._______________________

DRAINAGE EASEMENT

THIS EASEMENT made this 6th day of May, A.D. 1981 between
SOUTHCOAST-DeSOTO ASSOCIATES, General Partnership, organized and existing under
the laws of the State of Ohio, as the first party, and the STATE OF FLORIDA, for
the use and benefit of the State of Florida Department of Transportation, as
party of the second part.

WITNESSETH: That the first party, in consideration of the sum of One
Dollar and other valuable considerations paid, the receipt of which is hereby
acknowledged, hereby grants unto the second party, its successors and assigns, a
perpetual easement and right of way for the purpose of clearing, excavating,
constructing and maintaining outfall and drainage ditches and drains in, upon
and through the following described land in Manatee County, Florida, to wit:

PARCEL 800.1

That part of:

Section 2, Township 35 South, Range 17 East

Being described as follows:

Commence on the Easterly boundary of Section 2, Township 35 South, Range 17
East, at a point 21.00 feet Southerly of the Southeast corner of the Northeast
1/4 of said Section 2; said corner being 1327.57 feet Westerly of the Southeast
corner of the Southwest 1/4 of the Northwest 1/4 of Section 1, Township 35
South, Range 17 East; run thence North 89 degrees 29'19" West 500.06 feet;
thence South 82 degrees 32'30" West 100.38 feet; thence North 89 degrees 29'19"
West 87.00 feet; thence North 76 degrees 05'30" West 115.93 feet; thence North
85 degrees 45'19" West 186.28 feet; thence North 89 degrees 56'19" West 95.40
feet; thence South 7 degrees 33'49" West 20.17 feet to the point of beginning;
continue thence South 7 degrees 33'49" West 250.17 feet; thence South 36 degrees
48'41" West 68.12 feet; thence South 59 degrees 12'46" West 184.92 feet; thence
South 53 degrees 11'19" East 32.44 feet; thence North 59 degrees 12'46" East
178.50 feet; thence North 36 degrees 48'41" East 81.88 feet; thence North 7
degrees 33'49" East 261.94 feet; thence North 89 degrees 56'19" West 30.26 feet
to the point of beginning.

Less existing rights of way.

[STATE OF FLORIDA SEAL]
<PAGE> 65
================================================================================
DRAINAGE EASEMENT
- --------------------------------------------------------------------------------

Section_________________

State Road______________

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

FROM

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

STATE OF FLORIDA

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

FILED FOR RECORD

In the office of the Clerk of the Circuit Court for the County of _____________,

State of Florida, on the _________ day of _____________, A.D. 19__, and

recorded in Deed Book ____________, Page ____________ and the record verified.

------------------------------------
Clerk of Circuit Court

__________________________County, Florida

================================================================================

TO HAVE AND TO HOLD the same unto the second party, its successors and
assigns, together with immunity unto the second party, its successors or assigns
from all claims for damage, if any, arising from or growing out of such
construction and/or maintenance to the lands, if any, owned by the first party,
lying adjacent or contiguous to the lands hereinabove described and the party
of the first part will defend the title to said lands against all persons
claiming by, through or under the said party of the first part.

IN WITNESS WHEREOF, the first party has caused these presents to be duly
executed in its name by its Managing Partner on the date first above written.

SOUTHCOAST-DeSOTO ASSOCIATES,
General Partnership
by: DeSOTO CENTER, INC., Managing
Partner
Signed, sealed and delivered
in the presence of: /s/ William D. Pfaus
----------------------------------------
/s/ Margaret Kostyk
- ---------------------------------- BY William D. Pfaus, Vice President
-------------------------------------
/s/ Ethel M. ?
- ---------------------------------- ATTEST /s/ James R. Loshinsky
----------------------------------
(CORPORATE SEAL) James R. Loshinsky, Assistant
Secretary
STATE OF OHIO
(SEAL)
COUNTY OF MAHONING

Before me, the undersigned authority, this day personally appeared William
D. Pfaus, Vice President and James R. Loshinsky, Assistant Secretary and to me
well known and known to me to be the individuals described in and who executed
the foregoing instrument as Vice President and Assistant Secretary,
respectively, of the Corporation named in the foregoing instrument, and they
severally acknowledged to and before me that they executed said instrument on
behalf of and in the name of said corporation as such officers; that the seal
affixed to said instrument is the corporate seal of said corporation and that
it was affixed thereto by due and regular corporate authority; that they are
duly authorized by said corporation to execute said instrument and that said
instrument is the free act and deed of said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal this 6th day of May, A.D. 1981.

My Commission expires: /s/ Margaret Kostyk
----------------------------------------
MARGARET KOSTYK, Notary Public Notary Public in and for the County
- ------------------------------ and State aforesaid.
MAHONING COUNTY, OHIO
(SEAL)
My Commission Expires May 12, 1982
<PAGE> 66
EXHIBIT 10.6

PHASE I ENVIRONMENTAL SITE ASSESSMENT

DESOTO CENTER SHOPPING MALL
600 U.S. 301 BOULEVARD
BRADENTON, FLORIDA

Prepared for:

QUIXOTIC INVESTMENT HOLDINGS, INC.
1247 Mandalay Point Road
Sarasota, Florida

Prepared by:

LAW ENGINEERING, INC.
Tampa, Florida

March 1995

Law Project 464-00661.01

(The above Environmental Site Assessment has be delivered to and accepted by
Tenant on or about March 22, 1995)

<PAGE> 67
EXHIBIT 10.7

Form of
Confirmation of Lease Term
and Bring-down of Representations and Warranties

THIS CONFIRMATION OF LEASE TERM AND BRING-DOWN OF REPRESENTATIONS AND
WARRANTIES is made this ____ day of __________________, 19__, between QUIXOTIC
INVESTMENT HOLDINGS, INC. ("Landlord") and STAFF CAPITAL, L.P., a Delaware
limited partnership, whose sole partner is STAFF ACQUISITION, INC. ("Tenant").

Landlord and Tenant have entered into a certain Lease Agreement (the
"Lease") dated ___________________, 1995 demising certain land and a building
containing approximately ____rentable square feet known as DeSoto Center
located in the County of Manatee, State of Florida. All of the capitalized
terms herein shall have the same respective definitions as set forth in the
Lease.

Pursuant to the provisions of Paragraph 4 of the Lease, Landlord and
Tenant, intending to be legally bound hereby, acknowledge and agree that the
Occupance Commencement Date of the Lease is the ____ day of _____________, 19__.
The total rentable square footage of the Demised Premises and the Center are
_________ and _________, respectively. Tenant has accepted possession of the
Demised Premises and is now in possession of same, and the improvements and
space required to be furnished according to the Lease have been fully
delivered by Landlord and accepted by Tenant except for such items as may be
set forth on the punch lists to be prepared by Tenant and submitted to
Landlord pursuant to the terms of the Lease and latent defects. As
supplemented hereby, the Lease shall continue in full force and effect.

Pursuant to Paragraphs 10.7 and 11.3 of the Lease, Landlord and Tenant
each hereby remake to the other all of their respective representations and
warranties as of the Occupancy Commencement Date.
<PAGE> 68
IN WITNESS WHEREOF, the parties hereto have duly executed this
Confirmation of Lease Term and Bring-down of Representations and Warranties
this ____ day of _________, 19__.

LANDLORD:

QUIXOTIC INVESTMENT HOLDINGS, INC.

By:
- -------------------------------- -------------------------------
Signature Name:
Title:
- --------------------------------
Signature

TENANT:

STAFF CAPITAL, L.P.

By:
- -------------------------------- -------------------------------
Signature Name:
Title:
- --------------------------------
Signature

2
<PAGE> 69
EXHIBIT 40

[FORM OF]
TENANT/LANDLORD ESTOPPEL CERTIFICATE AND STATEMENT

----------------------------------
Tenant/Landlord

The undersigned (jointly and severally if more than one)
hereby represents, warrants and certifies to _______________________________
(the "Landlord"/"Tenant") that it is the tenant/landlord and present [occupant
(the "Tenant")/owner (the "Landlord")] of certain premises (the "Premises")
comprising a portion of the real property and improvements in the building (the
"Building") located at ___________________________________________, and that:

1. Basic Lease Terms - The Premises are more specifically described in,
and are leased under the provision of, a lease agreement (the
"Lease"), the basic terms of which are described below:

1.1. Premises/Suite:__________________________ Floor(s):_________
1.2. Rentable Square Feet of Premises:___________________________
1.3. Date of Lease:______________________________________________
1.4. Commencement Date:__________________________________________
1.5. Expiration Date:____________________________________________
1.6. Total Monthly Fixed Rent and Tenant's Share of Operating
Expenses and Impositions as of:___________________,
___________________, and _____________________, respectively.

2. Modifications. The Lease contains all of the understandings and
agreements between Tenant and Landlord, and is in existence in full
force and effect, without modification, addition, extension, or
renewal on the date hereof (or is in full force and effect modified
as indicated below), except as indicated below:

____________________________________________________________________

_________________________________________________________________.
<PAGE> 70
3. Acceptance of Premises. Tenant has accepted possession of the Premises
and is now in possession of same, and the improvements and space required
to be furnished according to the Lease have been fully delivered by
Landlord and accepted by Tenant, [subject to punchlist items and latent
defects], except as provided below:

4. Options. There are no options, rights of first refusal, options to
terminate, exclusive business rights, or other rights in Tenant to extend
or renew the term of the Lease or to expand or otherwise modify the
Premises, except as set forth in the Lease.

5. Commencement of Rental Obligation. Tenant's obligation to pay Fixed
Rent commenced ____________________________________.

6. Rent Payment. No rent has been paid by Tenant in advance under the
Lease, except for the monthly Fixed Rent, as described above, that became
due for the current month.

7. No Tenant/Landlord Default. Tenant/Landlord is not in default under the
Lease [and is current in the payment of any and all charges required to
be paid by Tenant,] except as indicated below:

-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
-----------------------------------------------------------------.
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
-----------------------------------------------------------------.

8. Attornment. In the event that Landlord's interest in the Building is
conveyed or Landlord otherwise relinquishes possession of the Premises to
a third party, the undersigned agrees to attorn to such third party and
to recognize such third party as landlord, subject to the terms of the
Lease. Any such attornment shall be effective and self-operative,
subject as aforesaid, without the execution of any other instrument by
either party hereto but, upon the request of such landlord, the
undersigned shall execute and deliver an instrument confirming such
attornment.

<PAGE> 1
EXHIBIT 10.9

1993 Restricted Equity Plan, As Amended and Restated

Staff Capital, L.P a Delaware limited partnership (the "Company"), has
established the following restricted equity plan:

1. Issuer - The Company.

2. Equity - Common Limited Partnership Interests of the Company.

3. Participants - Senior executive employees of the Company holding
positions of Vice President and above.

4. Participation Percentages - As determined from time to time by the
Chairman of the Company, ratified by Board of
Directors.

5. Financing - Purchase price to be loaned by the Company to
Participants at the rate upon which interest is
imputed under the Federal Internal Revenue Code of
1986, as amended; Equity pledged to the Company to
support such loans and pledged to senior lenders of
the Company; loans are recourse to Participants.

6. Vesting - Post July 18, 1995, equity vested 25% on each
anniversary of the date of original issuance.

7. Purchase Price - Determined on the basis of original purchase price
of equity in the November 1993 transaction in which
the Company purchased the assets of its Predecessor,
plus an interest factor.

8. Forfeiture Restrictions - The Company has the option to repurchase
the invested portion of the equity as follows:

a) Termination for "Cause" - Repurchase at price
equal to original purchase price.
b) Termination upon Death, Disability or Termination
without Cause - Repurchase at price equal to the
greater of (x) 4 times operating income before
interest, taxes and management fees, less total
indebtedness and (y) the original purchase price
plus interest.
c) Voluntary Termination - Repurchase at price equal
to the lesser of (x) original purchase price and
(y) the Book Value of the equity subject to
repurchase.

9. Term - November 1, 1993 through February 28, 1997, provided
that equity issued under the Plan remains subject to
the terms of the Plan.

<PAGE> 1
EXHIBIT 10.10

EMPLOYMENT AGREEMENT dated as of November 5, 1993 (this "Employment
Agreement") by and between STAFF LEASING L.P., a Delaware limited partnership,
including each other operating limited partnership to be created by Purchaser
Group under that certain Assets Purchase Agreement dated of August 20, 1993
(collectively, the "Partnership"), and WILLIAM J. MULLIS (the "Executive").

W I T N E S E T H:

WHEREAS, the Partnership desires to employ the Executive in an
executive capacity and to be assured of his services as such on the terms and
conditions hereinafter set forth; and

WHEREAS, the Executive is willing to accept such employment on such
terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the
Partnership and the Executive hereby agree as follows:

1. Employment. (a) The Partnership hereby employs the
Executive as Chairman of the Partnership, subject to the supervision and
direction of the Board of Directors of the general partner of the Partnership
(the "General Partner"). The Executive shall be responsible for the general
management and oversight of the business and operation of the Partnership and
shall serve as the highest ranking officer of the Partnership. Such duties
shall be performed primarily within fifty (50) miles of the Bradenton, Florida
city limits and subject to travel outside of such area as may be reasonably
necessary for the Executive to perform his duties.

(b) The Executive shall faithfully and diligently discharge
his duties hereunder and use his best efforts to implement the policies
established by the Board of Directors of the General Partner. The Executive
shall devote his full business time to the business and affairs of the
Partnership (subject to vacations as herein provided and periods of illness).

2. Terms of Employment. Unless the employment of the Executive
is sooner terminated pursuant to Section 4 hereof, the Partnership hereby
employs the Executive, and the Executive hereby accepts such employment, for an
initial term (the "Initial Term") commencing on the date hereof and ending on
November 4, 1998. The employment of the Executive shall continue hereunder
following the Initial Term for additional twelve-month periods (the "Renewal
Terms") unless notice (a "Non-Renewal Notice") is given by either party hereto
at least ninety days prior to the end of the

<PAGE> 2
-2-

Initial Term of such party's election to terminate the employment of the
Executive at the end of the Initial Term. Subsequent to the Initial Term, the
employment of the Executive hereunder may be terminated at the end of any
Renewal Term by delivery by either the Executive or the Partnership of a
Non-Renewal Notice to the other party at least ninety days prior to the end of
such Renewal Term.

3. Compensation, Etc.. (a) Subject to the terms of this
Employment Agreement, the Partnership shall pay to the Executive so long as he
shall be employed hereunder

(i) base salary ("Base Salary") at the annual rate of Three
Hundred Thousand Dollars ($300,000), payable in weekly installments; and

(ii) bonus compensation as determined by the Compensation
Committee of the Board of Directors of the General Partner in its sole
discretion.

(b) So long as the Executive shall be employed under this
Employment Agreement, the Executive shall be entitled to

(i) health (including dependent coverage), life and
disability insurance and other benefit plans and vacation policies in effect
for executive employees of the Partnership during the term of employment
hereunder;

(ii) reimbursement of all reasonable expenses incurred by
the Executive in the performance of his duties hereunder in accordance with the
written policies of the Partnership;

(iii) annual membership dues at Bradenton Yacht Club and
Bradenton Country Club;

(iv) use of a luxury automobile and mobile phone; and

(v) use of an executive office suite.

4. Earlier Termination. (a) Notwithstanding the provisions of
Section 2 hereof, the employment of the Executive hereunder shall terminate on
the earliest of the following events:

(1) The date of the death ("Death") of the Executive.

(2) Thirty days after the date on which the Partnership
shall have given the Executive notice of termination of his employment
hereunder by reason of his physical or mental employment hereunder by reason of
his physical or mental incapacity on a permanent basis ("Incapacity"). The
Executive shall be deemed to be physically or mentally incapacitated on a
permanent basis if the Executive is unable, by reason of any physical or mental
incapacity, for a period of 180 days (whether or not consecutive) during any
12-month period to

<PAGE> 3
-3-

perform substantially all of his duties and responsibilities hereunder. In the
event of any disagreement between the Executive and Partnership as to whether
the Executive is physically or mentally incapacitated on a permanent basis so
as to permit the Partnership to terminate the employment of the Executive
pursuant to this subparagraph (2), the question of such permanent incapacity
shall be submitted to an impartial and reputable physician selected by mutual
agreement of the Partnership and the Executive or, failing such agreement,
selected by two physicians (one of whom shall be selected by the Partnership
and the other by the Executive), and the determination of the question of such
permanent incapacity by such physician shall be final and binding on the
Partnership and the Executive. The Partnership shall pay the fees and
expenses of such physician, and the Executive shall submit to any medical
examinations reasonably necessary to enable such physician to make a
determination as to whether the Executive is permanently incapacitate.

(3) Upon notice in writing to the Executive, for cause
("Termination for Cause"), which shall mean (A) embezzlement, theft or other
misappropriation by the Executive of any property owned or under control of the
Partnership or of any Partnership or entity controlled by the General Partner,
or of any corporate or partnership opportunity thereof; (B) any act involving
moral turpitude which if the subject of a criminal proceeding could result in a
conviction for a crime involving moral turpitude; (C) any suspension or loss of
the Partnership's employee leasing company license issued by the Florida
Department of Professional Regulation as a direct result of any act or omission
of the Executive; or (D) gross breach of the Executive's fiduciary obligations
to the Partnership or any entity controlled by the General Partner.

(4) Seven (7) days after delivery by the Partnership of written
notice to the Executive of the Partnership's desire to terminate the
Executive's employment hereunder for any reason other than Death, Incapacity or
Termination for Cause ("Termination Without Cause").

(5) Voluntary resignation by the Executive of his duties and
responsibilities hereunder ("Voluntary Termination").

(b) If the employment of the Executive is terminated as a result of
Termination for Cause or Voluntary Termination, the Executive shall thereupon
be released from any further obligation under Section 1 hereof, and the
Partnership shall thereupon be released from any further obligations hereunder,
including those under Section 3 hereof, except for obligations accrued to the
date of termination.

<PAGE> 4
-4-

(c) If the employment of the Executive is terminated by the
Partnership as a result of Termination Without Cause, then, as and for
liquidated damages, the Partnership shall continue to (i) make all payments of
Base Salary until the end of the employment term, whether the Initial Term or a
Renewal Term (the "Severance Term"), and (ii) afford the Executive the benefits
described in Section 3(b) hereof until the end of the employment term, whether
the Initial Term or a Renewal Term; provided that if the Executive becomes
employed by another entity during the Severance Period shall be reduced on a
dollar-for-dollar basis by amounts payable to the Executive with respect to
such period as a result of such employment and (B) the benefits described in
Section 3(b) shall cease to be provided upon commencement of such employment.
The Executive shall notify the Partnership promptly after accepting employment
during the Severance Period and shall make available to the Partnership the
terms of such employment upon request.

(d) If the employment of the Executive is terminated by the
Partnership as a result of Death or Incapacity, then, as and for liquidation
damages, the Partnership shall make payments in an amount equal to one-half of
Base Salary until the end of the Severance Term.

5. Noncompetition Agreement. (a) During the term of this Employment
Agreement the Executive shall not, directly or indirectly, in association with
or as stockholder, director, officer, consultant, employee, member or otherwise
of or through any person, firm, corporation, partnership, association or other
entity, engage in any enterprise or business in the United States of America
which is competitive with the business of the Partnership as such business may
now or hereafter be conducted or developed during the term of this Employment
Agreement (individually, a "Competitor").

(b) The Executive acknowledges and agrees that the covenants contained
in this Section 5 ("Restrictive Covenants") are reasonable and valid in
geographic and in temporal scope and in all other respects. If any court
determines that any of the Restrictive Covenants, or any part thereof, is
invalid or uneforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full effect, without regard to the
invalid portions.

(c) If any court determines that any of the Restrictive Covenants, or
any part thereof, is unenforceable because of the duration or geographic scope
of such provisions, such court shall have the power to reduce the duration or
scope of such provision, and, in its reduced form, such provision shall then be
enforceable.

(d) The Partnership and the Executive intend to hereby confer
jurisdiction to enforce the Restrictive Covenants upon the

<PAGE> 5
-5-

courts of any jurisdiction within the geographical scope of such Restrictive
Covenants. If the courts of any one or more of such jurisdictions hold the
Restrictive Covenants unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of the Partnership and the Executive that such
determination not bar or in any way affect the Partnership's rights to the
relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, or as to the breaches of such
Restrictive Covenants in such other respective jurisdiction, such Restrictive
Covenants as they relate to each jurisdiction being, for this purpose,
severable into diverse and independent covenants.

6. Confidential Information. The Executive agrees that both
during his employment hereunder and for a five year period thereafter he will
not divulge to any third party any confidential information concerning (i)
clients, correspondents and agents and (ii) business affairs of the Partnership
or the General Partner with respect to any of which the Executive may have
acquired knowledge in the course of his employment by the Partnership. The
Executive shall not, except as required in the course of his employment, for
any reason disclose any confidential information to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever
unless such information shall previously become public knowledge through no
action by the Executive. The provisions of this Section 6 shall survive the
termination of this Employment Agreement.

7. Separability. If any provision of this Employment Agreement is
deemed to be invalid or unenforceable or is prohibited by the laws of the state
or place where it is to be performed, this Employment Agreement shall be
considered divisible as to such provision and such provision shall be
inoperative in such state or place shall not be part of the consideration
moving from either of the parties to the other. The remaining provisions of
this Employment Agreement, however, shall be valid and not binding and of like
effect as though such provision were not included.

8. Miscellaneous. (a) This Employment Agreement contains the
entire agreement between the Partnership and the Executive with respect to the
employment by the Partnership of the Executive and supersedes all prior
arrangements or understandings with respect thereto.

(b) The performance by the Executive of his duties under this
Employment Agreement is the personal obligation of the Executive any may not be
delegated by the Executive; however, the Executive may delegate duties and
responsibilities to other employees or agents of the Partnership or its
subsidiaries incident to normal and customary management practices.
<PAGE> 6
-6-

(c) This Employment Agreement shall be governed by and construed in
accordance with the laws of the State of Florida (other than the choice of law
principles thereof).

(d) The descriptive headings of this Employment Agreement are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Employment Agreement.

(e) All notices pursuant to this Employment Agreement shall be in
writing and sufficient if delivered personally or sent by registered or
certified mail, postage prepaid, by recognized overnight courier or by
facsimile or other means of electronic transmission addressed as follows:

(a) If to the Partnership:

Staff Leasing, L.P.
1301 6th Avenue West
Bradenton, Florida 34205-0731
Attention: General Counsel
Telephone: (813) 748-4540
FAX: (813) 747-1490

With copies to:

Dechert Price & Rhoads
477 Madison Avenue
New York, New York 10022-5891
Attention: Richard A. Goldman, Esq.
Telephone: (212) 326-3554
FAX: (212) 308-2041

Craig Capital Corporation
Two Soundview Drive
Greenwich, Ct. 06830
Attention: President
Telephone: (203) 869-7700
FAX: (203) 869-8594

(b) If to the Executive:

6204 32nd Avenue E.
Bradenton, FL 34708

<PAGE> 7

With copies to:

Shumaker, Loop & Kendrick
101 E. Kennedy Blvd., Suite 2500
Tampa, FL 33602
Attention: Gregory C. Yadley, Esq.
Telephone: (813) 229-7600
Fax: (813) 229-1600

If notice is sent by mail it shall be considered delivered five days after the
date of mailing. Any party may by written notice change the address to which
notices to such party are to be delivered or mailed.

(g) Any waiver of any term or condition, or any amendment or
supplementation, of this Employment Agreement shall be effective only if in
writing.

IN WITNESS WHEREOF, the Partnership and the Executive have executed and
delivered this Employment Agreement on the date first above written.

STAFF LEASING, L.P.

By: STAFF ACQUISITION, INC.,
General Partner

By: /s/
-----------------------
Title:

/s/ William J. Mullis
-----------------------------
WILLIAM J. MULLIS

<PAGE> 1
EXHIBIT 21.1

List of Subsidiaries of the Registrant

Upon consumeration of the Reorganization, the Company will own a 99% limited
partnership interest in Staff Capital, L.P., a Delaware limited partnership
(the "Partnership"). The remaining 1% interest in the Partnership is a general
partnership interest owned by Staff Acquisition, Inc. ("Staff Acquisition").

The Partnership owns a 99% limited partnership interest and Staff Acquisition
owns a 1% general partnership interest in each of the following Delaware limited
partnerships:

Staff Leasing, L.P.
Staff Leasing II, L.P.
Staff Leasing III, L.P.
Staff Leasing IV, L.P.
Staff Leasing V, L.P.
Staff Leasing of Georgia, L.P.
Staff Leasing of Georgia II, L.P.
Staff Leasing of Texas, L.P.
Staff Leasing of Texas II, L.P.
Staff Insurance, L.P

<PAGE> 1
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Staff Leasing, Inc. on
Form S-1 of our report dated February 28, 1997 on the balance sheet
of Staff Leasing, Inc. and our report dated March 5, 1997 on the consolidated
financial statements of Staff Capital. L.P., appearing in the Prospectus, which
is part of this Registration Statement, and our report dated March 5, 1997
relating to the financial statement schedule appearing elsewhere in this
Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

Deloitte & Touche LLP
Stamford, Connecticut
March 6, 1997

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 12
<SECURITIES> 0
<RECEIVABLES> 33,956
<ALLOWANCES> (440)
<INVENTORY> 0
<CURRENT-ASSETS> 35,398
<PP&E> 16,812
<DEPRECIATION> (3,079)
<TOTAL-ASSETS> 65,982
<CURRENT-LIABILITIES> 67,577
<BONDS> 0
31,208
0
<COMMON> (49,213)
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 65,982
<SALES> 0
<TOTAL-REVENUES> 1,432,131
<CGS> 0
<TOTAL-COSTS> 1,372,626
<OTHER-EXPENSES> 59,946
<LOSS-PROVISION> 651
<INTEREST-EXPENSE> 3,401
<INCOME-PRETAX> (3,865)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,865)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,865)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>