LAMALIE ASSOCIATES INC, S-1/A, 1997-06-04

LAMALIE ASSOCIATES INC
S-1/A, 1997-06-04
MANAGEMENT CONSULTING SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1997

REGISTRATION STATEMENT NO. 333-26027

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

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

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LAMALIE ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
---------------------

<TABLE>
<S> <C> <C>
FLORIDA 8742 59-2776441
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
</TABLE>

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200 PARK AVENUE, SUITE 3100
NEW YORK, NEW YORK 10166-0136
(212) 953-7900
(Address, including zip code, and telephone number including area code, of
Registrant's principal executive offices)
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JACK P. WISSMAN, EXECUTIVE VICE PRESIDENT
LAMALIE ASSOCIATES, INC.
3903 NORTHDALE BOULEVARD
TAMPA, FLORIDA 33624
(813) 961-7494
(Name, address, including zip code, and telephone number including area code, of
agent for service)

COPIES OF COMMUNICATIONS TO:

<TABLE>
<C> <C>
RICHARD M. LEISNER, ESQUIRE WILLIAM M. HOLZMAN, ESQUIRE
TRENAM, KEMKER, SCHARF, BARKIN NEAL, GERBER & EISENBERG
FRYE, O'NEILL & MULLIS TWO NORTH LASALLE STREET
P.O. BOX 1102 SUITE 2200
TAMPA, FLORIDA 33601-1102 CHICAGO, ILLINOIS 60602
</TABLE>

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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 being 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------

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.

SUBJECT TO COMPLETION, DATED JUNE 4, 1997

PROSPECTUS

2,000,000 SHARES

LOGO
LAMALIE ASSOCIATES, INC.

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

All 2,000,000 shares of Common Stock offered hereby are being sold by
Lamalie Associates, Inc. ("LAI" or the "Company"). 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 $10.00 and $12.00 per share.
See "Underwriting" for information relating to the determination of the initial
public offering price.

Application has been made for approval upon completion of the Offering for
listing of the Common Stock on the Nasdaq National Market under the symbol
"LAIX."

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION DISCUSSED
UNDER THE CAPTION "RISK FACTORS" AT PAGE 6.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=============================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $ $ $
- -------------------------------------------------------------------------------------------------------------
Total(3)(4)....................... $ $ $
=============================================================================================================
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting estimated expenses of $700,000 payable by the Company.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 300,000 additional shares of Common Stock, on the same terms and
conditions as set forth above, to cover over-allotments, if any. If this
option is exercised in full, the total Price to Public, Underwriting
Discount and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."
(4) Includes up to 200,000 shares of Common Stock which, at the request of the
Company, are being offered for sale at the Price to Public to the trustees
of the Company's profit sharing plan at the election and for the accounts of
participants in such plan. See "Underwriting."

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

The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the certificates representing shares of Common Stock will be made on
or about , 1997 through The Depository Trust Company or at the
offices of Robert W. Baird & Co. Incorporated, Milwaukee, Wisconsin.

ROBERT W. BAIRD & CO. WILLIAM BLAIR & COMPANY
INCORPORATED

THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE> 3

[A collage of six photographs, consisting of a photograph of a board of
directors meeting surrounded by five photographs representative of the Company's
target practice groups, described as, clockwise beginning with the top
photograph, an automotive assembly plant, labeled "Industrial," a close-up of a
pharmaceutical capsule, labeled "Health Care," a close-up of currency, labeled
"Financial Services," a shopping mall, labeled "Consumer," and a close-up of an
electronic circuit board, labeled "Technology." The following text will appear
printed to the upper left of the collage of photographs:]

LAI IS A KNOWLEDGE-BASED FIRM committed to providing comprehensive
consulting services aimed specifically at fulfilling our clients' leadership
needs. Our firm has been built on the collective experience of our consultants
and their ability to understand the dynamic changes taking place in industry
today.

[The following text will appear printed over the center of the collage of
photographs:]

WE ARE A KNOWLEDGE-BASED FIRM.

[LAI LOGO]

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and Financial Statements and Notes thereto appearing elsewhere in
this Prospectus. Unless otherwise indicated, all information presented in this
Prospectus reflects the reincorporation of the Company on June 3, 1997 from a
Delaware corporation to a Florida corporation and a 1,000 for one stock split of
the Common Stock effected in connection with the reincorporation and assumes
that the Underwriters' over-allotment option will not be exercised. All
references in this Prospectus to fiscal years are to LAI's fiscal years ended on
the last day of February each year (e.g., fiscal 1997 refers to LAI's fiscal
year ended February 28, 1997).

THE COMPANY

LAI is one of the fastest growing executive search firms and is the fifth
largest search firm in the United States, principally serving Fortune 500 and
large private companies. LAI, which conducts business under the name "Lamalie
Amrop International," fulfills its clients' leadership needs by identifying,
evaluating, assessing and recommending qualified candidates for senior level
positions. The Company provides executive search services exclusively on a
retained basis, and charges a fee typically equal to one-third of the first year
cash compensation for the position being filled. The average first year cash
compensation of positions for which LAI conducted searches in fiscal 1997 was
approximately $226,000. LAI provides its clients with global search fulfillment
capabilities as a member of Amrop International, an alliance of 34 independently
owned executive search firms with 82 offices in 48 countries. LAI's fee revenue
has grown from $16.4 million in fiscal 1993 to $46.4 million in fiscal 1997,
representing a compound annual growth rate of approximately 30%. This growth
rate compares favorably with the 21% average compound annual growth rate
experienced by the Company's ten largest U.S. based competitors during the same
period.

North American executive search industry revenue has grown at an 11%
compound annual growth rate from approximately $1.6 billion in 1985 to
approximately $4.4 billion in 1995. The industry is expected to continue to grow
at an 11% annual rate with revenue projected to reach $7.4 billion by the year
2000. LAI believes that a number of favorable trends have caused and will
continue to cause the executive search industry to experience significant
growth, including: (i) a greater demand for managers with broad leadership
capabilities, (ii) the rapid growth in outsourcing non-core activities, (iii) an
increase in executive turnover and (iv) an increase in executive compensation
levels. The executive search industry is highly fragmented, consisting of
approximately 3,470 U.S. based firms, of which approximately 1,320 are retained
and approximately 2,150 are contingency search firms. Retained search firms
generally are compensated for an assignment whether or not they are successful
in placing a recommended candidate, while contingency search firms are not
compensated for an assignment unless they place a recommended candidate.

LAI's objective is to be an internationally recognized leader in providing
comprehensive consulting services aimed specifically at solving its clients'
senior leadership needs. LAI has developed a knowledge-based practice primarily
organized around five business sectors: consumer, financial services, health
care, industrial and technology. LAI's clients are among the most prominent
companies in each of these sectors and include PepsiCo, Grand Metropolitan,
Lehman Brothers, Banc One, Bristol-Myers Squibb, Cooper Industries, General
Electric, Compaq and Lucent Technologies. LAI focuses on developing long-term
relationships with clients and has represented the foregoing clients for an
average of 13 years. In fiscal 1997, approximately 60% of LAI's fee revenue was
derived from clients to which LAI had provided services in fiscal 1995 or fiscal
1996.

LAI's knowledge-based practice involves extensive use of research and
technology. Search consultants must understand a client's business practices,
industry, competitors and strategies and be able to readily identify the
universe of available executive candidates. LAI's 62 associates, researchers and
information technology ("IT") professionals support the Company's consultants
by, among other things, gathering and analyzing information obtained from
numerous electronic databases, trade journals and directories, the Internet and
other sources. LAI also maintains a proprietary relational database containing
professional information on more than 69,000 executive candidates. LAI's support
functions are coordinated from its Tampa, Florida office, which the Company
believes was the first U.S. based executive search office to achieve ISO 9002
certification. LAI believes that its

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<PAGE> 5

industry specialization and technological capabilities enable it to consistently
provide superior research and, ultimately, deliver higher quality search results
to its clients.

LAI's rapid growth is primarily the result of its ability to attract and
retain some of the most productive executive search consultants in the industry.
The Company attributes its success to its premium reputation and its
performance-based consultant compensation, which the Company believes is among
the highest in the industry as a percentage of fee revenue generated. The
Company has increased its staff from 36 consultants in seven regional offices at
the end of fiscal 1993 to 63 consultants in nine regional offices as of May 15,
1997. LAI believes its status as a public company will provide a further
competitive advantage in attracting and retaining highly qualified consultants.
The Company believes that equity ownership by its consultants fosters a
team-oriented working environment. Common Stock is broadly held among LAI's
consultants and, following the Offering, LAI's current stockholders will own an
aggregate of approximately 60% of the shares outstanding with no consultant
owning more than 4%. The Company also believes that ownership of Common Stock
and its recently adopted stock and incentive plan will align the interests of
its consultants with the purchasers of Common Stock in the Offering. Most of
LAI's consultants had experience in the executive search business prior to
joining LAI, and many previously held senior level positions with the Company's
four larger competitors. LAI's Practice Leaders and Managing Partners have an
average of 15 years experience in the executive search business.

LAI was incorporated as a Delaware corporation in 1987 in connection with a
management buyout of, and as successor to, a business originally founded in
1967. On June 3, 1997, the Company was reincorporated as a Florida corporation.
LAI's headquarters are located at 200 Park Avenue, Suite 3100, New York, NY
10166-0136, and its telephone number is (212) 953-7900.

THE OFFERING

Common Stock offered by the Company... 2,000,000 shares

Common Stock to be outstanding after
the Offering.......................... 5,025,000 shares(1)

Use of Proceeds....................... Repay certain bank debt, make
additional capital expenditures for
technology upgrades and enhancements,
and for working capital and general
corporate purposes, including the
possible opening of additional
offices and selective acquisitions.
See "Use of Proceeds."

Proposed Nasdaq National Market
symbol................................ LAIX
- ---------------

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)

<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28 OR 29,
------------------------------------------------------------------
ACTUAL PRO FORMA
1993 1994 1995 1996 1997 1997(1)
-------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Fee revenue, net.......................... $16,403.. $ 21,144 $ 28,262 $ 35,088 $ 46,437 $ 46,437
Compensation and benefits................. 14,031 17,725 23,991 30,693 39,928 35,353
General and administrative expenses....... 1,879 2,080 2,333 4,467 6,685 6,685
-------- -------- -------- -------- -------- --------
Operating income (loss)................. 493 1,339 1,938 (72) (176) 4,399
Net interest income (expense)............. 38 14 (6) (40) (376) (376)
-------- -------- -------- -------- -------- --------
Income (loss) before provision for
income taxes.......................... 531 1,353 1,932 (112) (552) 4,023
Provision for income taxes................ 53 97 671 90 15 1,690
-------- -------- -------- -------- -------- --------
Net income (loss)....................... $ 478 $ 1,256 $ 1,261 $ (202) $ (567) $ 2,333
======== ======== ======== ======== ======== ========
Net income (loss) per share............... $ (0.18)
========
Pro forma net income (loss)(2)............ $ 308 $ 785 $ 1,121 $ (202) $ (567) $ 2,333
======== ======== ======== ======== ======== ========
Pro forma net income (loss) per share..... $ 0.73
========
Weighted average common shares
outstanding(3).......................... 3,199 3,199
OTHER DATA:
Number of consultants employed as of
fiscal year end......................... 36 38 46 54 62 62
Average fee revenue per consultant
employed during entire fiscal year...... $505,000 $602,000 $689,000 $706,000 $740,000 $740,000
Average cash compensation of positions
filled(4)............................... $165,000 $172,000 $180,000 $196,000 $226,000 $226,000
</TABLE>

<TABLE>
<CAPTION>
AS OF
FEBRUARY 28, 1997
----------------------
AS
ACTUAL ADJUSTED(5)
-------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 617 $ 18,930
Total assets................................................ 25,561 43,588
Total long-term debt........................................ 1,650 203
Total stockholders' equity.................................. 2,627 22,387
</TABLE>

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

(1) The Pro Forma Statement of Operations Data for the year ended February 28,
1997 has been computed by eliminating from compensation and benefits that
portion of consultant compensation that exceeds the amount which would have
been paid had the Company's revised compensation plan for consultants,
adopted March 1, 1997, been in effect for all of fiscal 1997. A pro forma
adjustment also was made to reflect the increased income tax liability
resulting from the corresponding increase in income before provision for
income taxes, using an estimated effective tax rate of 42%. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

(2) For periods prior to November 1, 1994, the Company had elected to be taxed
as an S corporation for federal and certain state income tax purposes. The
pro forma net income (loss) for each period shown reflects a provision for
income taxes as if the Company were a C corporation for all income tax
purposes during such periods, at an assumed effective tax rate of 42%. See
Note 1 to Financial Statements.
(3) Weighted average common shares outstanding include 3,065,000 weighted
average shares that were outstanding during fiscal 1997 and 134,000 shares
assumed to be outstanding during fiscal 1997 as a result of the application
of SAB No. 83. See Note 1 to Financial Statements. Prior to the Offering,
LAI had 3,025,000 shares of Common Stock outstanding.
(4) Represents the average first year cash compensation of positions for which
LAI conducted searches during the fiscal year.
(5) Adjusted to give effect to the sale of 2,000,000 shares of Common Stock
offered by the Company hereby and the application of the estimated net
proceeds therefrom. See "Use of Proceeds."
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RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
risk factors, as well as the other information in this Prospectus, before
investing in shares of the Common Stock offered hereby. This Prospectus contains
certain forward-looking statements that involve risks and uncertainties. Future
events and the Company's actual results could differ materially from the results
reflected in these forward-looking statements.

DEPENDENCE ON ATTRACTING AND RETAINING QUALIFIED EXECUTIVE SEARCH CONSULTANTS

LAI's success depends upon its ability to attract and retain qualified
executive search consultants who possess the skills and experience necessary to
fulfill its clients' executive search needs. Competition for qualified
consultants is intense. LAI does not require its consultants to sign employment
or noncompetition agreements, and many firms have experienced high consultant
turnover rates. LAI believes it has been able to attract and retain highly
qualified, productive executive search consultants as a result of its premium
reputation and its performance-based consultant compensation, which is among the
highest in the industry as a percentage of fee revenue generated. Consultants
are paid relatively low base salaries but have the potential to earn substantial
performance-based bonuses as a result of generating fee revenue. The substantial
majority of LAI's fee revenue has been and will continue to be utilized to pay
consultant compensation. In contemplation of the Offering and with the approval
of its current stockholders, the Company revised its compensation plan for
consultants effective March 1, 1997 to provide for a reduction in the cash
component and the addition of equity-based incentives in the form of stock
options; however, consultant compensation continues to be primarily cash-based.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Pro Forma Results." Any reduction in LAI's cash compensation
levels or in the perceived value of the non-cash component of compensation, or
any restructuring of LAI's compensation system, whether as a result of
insufficient fee revenue, a decline in the market price of the Common Stock
after the Offering or for any other reason, could impair LAI's ability to retain
existing or attract additional qualified consultants. Any such occurrence could
have a material adverse effect on LAI's business, financial condition and
results of operations. See "-- Portability of Client Relationships" and
"Business -- Professional Staff and Employees." In addition, there can be no
assurance that LAI will be successful in identifying and hiring consultants with
substantial experience and established client relationships. See
"Business -- Business Strategy" and "Business -- Growth Strategy."

PORTABILITY OF CLIENT RELATIONSHIPS

LAI's success depends upon the ability of its executive search consultants
to develop and maintain strong, long-term relationships with its clients.
Usually, one or two consultants have primary responsibility for a client
relationship. When a consultant leaves one search firm and joins another,
clients that have established relationships with the departing consultant may
move their business to the consultant's new employer. The loss of one or more
clients is more likely to occur if the departing consultant enjoys widespread
name recognition or has developed a reputation as a specialist in executing
searches in a particular industry. Although client portability historically has
not caused significant problems for LAI, the failure to retain its most
productive consultants or maintain the quality of service to which its clients
are accustomed, and the ability of a departing consultant to move business to
his or her new employer, could have a material adverse effect on LAI's business,
financial condition and results of operations. See "-- Dependence on Attracting
and Retaining Qualified Executive Search Consultants," "Business -- Services"
and "Business -- Marketing and Clients."

RESTRICTIONS IMPOSED BY BLOCKING ARRANGEMENTS

Either by agreement with clients or for marketing or client relations
purposes, executive search firms frequently refrain, for a specified period of
time, from recruiting employees of a client, and possibly other entities
affiliated with such client, when conducting searches on behalf of other clients
(a "blocking" arrangement). Blocking arrangements generally remain in effect for
one or two years following completion of an assignment. However, the duration
and scope of the blocking or "off limits" period, including whether it covers
all operations of the client and its affiliates or only certain divisions of a
client, generally are subject to negotiation and may depend on such factors as
the length of the client relationship, the frequency with which the executive
search firm

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has been engaged to perform executive searches for the client and the amount of
revenue the executive search firm has generated or expects to generate from the
client. Some of LAI's clients are recognized as industry leaders and/or employ a
significant number of qualified executives who are potential recruitment
candidates for other companies in that client's industry. LAI's inability to
recruit employees of such a client may make it difficult for LAI to obtain
search assignments from, or to fulfill search assignments for, other companies
in the client's industry while employees of that client are off limits. As LAI's
client base grows, particularly in its targeted business sectors, blocking
arrangements increasingly may impede LAI's growth or its ability to attract and
serve new clients, which could have a material adverse effect on LAI's business,
results of operations and financial condition. See "Business -- Marketing and
Clients."

COMPETITION

The executive search industry is extremely competitive and highly
fragmented. Some of LAI's competitors possess greater resources and greater name
recognition than LAI. There are limited barriers to entry into the executive
search industry and new executive search firms continue to enter the market.
Many executive search firms have a smaller client base than LAI and therefore
may be subject to fewer blocking restraints than LAI. See "-- Restrictions
Imposed by Blocking Arrangements." In addition, a client will sometimes request
a discounted search fee, particularly when the client offers the prospect of
multiple search engagements or in exchange for designating a search firm as the
client's "preferred provider" of search services. Such pricing pressure may
constitute an additional competitive factor and require LAI to execute more
searches, or execute searches more efficiently, in order to remain competitive.
The Company competes for search assignments with the human resources and
recruiting personnel employed by some of its clients and prospective clients.
There can be no assurance that LAI will be able to continue to compete
effectively with existing or potential competitors or that significant clients
or prospective clients of LAI will not decide to perform search services using
in-house personnel. See "Business -- Competition."

RELATIONSHIP WITH INTERNATIONAL ALLIANCE

LAI provides global search services through its membership in Amrop
International, an alliance of independently owned executive search firms with
offices located throughout the world. LAI executes domestic search assignments
referred to LAI by other Amrop members, and refers to other Amrop members
international search assignments for LAI's U.S. based clients. LAI believes its
global search fulfillment capabilities are important in attracting multinational
clients. If LAI's membership in Amrop were to terminate for any reason, LAI's
ability to execute searches outside the United States would be hindered, at
least for the short-term, and LAI's multinational clients and potential clients
could conclude that LAI no longer has the ability to execute searches outside
the United States, either of which could have a material adverse effect on LAI's
business, financial condition and results of operations. Although each Amrop
member has agreed not to recruit employees of certain significant clients of
other Amrop members that are identified on a worldwide blocking list, failure of
an Amrop member for any reason to abide by this blocking agreement with respect
to an LAI client could damage LAI's relationship with that client, which could
have a material adverse effect on LAI's business, results of operations and
financial condition. In addition, all expenses incurred and other obligations of
Amrop are allocated among its members. If member fees are not sufficient, Amrop
may require its members to pay such expenses and obligations by making a capital
call. See "Business -- Services."

IMPLEMENTATION OF ACQUISITION STRATEGY

LAI's ability to grow and remain competitive may depend on its ability to
consummate strategic acquisitions of other executive search firms. Although LAI
frequently evaluates possible acquisitions, there can be no assurance that LAI
will be successful in identifying, competing for, financing and completing such
acquisitions. An acquired business may not achieve desired levels of revenue,
profitability or productivity or otherwise perform as expected. In addition,
growth through acquisition of existing firms involves risks such as diversion of
management's attention, difficulties in the integration of acquired operations,
difficulties in retaining personnel, increased blocking conflicts or liabilities
not known at the time of acquisition, and tax and accounting issues,

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<PAGE> 9

some or all of which could have a material adverse effect on LAI's business,
results of operations and financial condition. See "Business -- Growth
Strategy."

RELIANCE ON INFORMATION PROCESSING SYSTEMS

LAI's success depends in large part upon its ability to store, retrieve,
process and manage substantial amounts of information. To achieve its
operational goals and to remain competitive, LAI believes that it must further
computerize its operations, which will require the purchase of equipment and
software and also the development, either internally or through engagement of
third parties, of new proprietary software and systems. See "Use of Proceeds."
LAI's inability to design, develop, implement and utilize, in a cost-effective
manner, improved information processing systems that provide the capabilities
necessary for LAI to compete effectively, or any interruption or loss of LAI's
data or information processing capabilities, for any reason, could have a
material adverse effect on LAI's business, results of operations and financial
condition. See "Business -- Research and Technology."

EMPLOYMENT LIABILITY RISK

Executive search firms are exposed to potential claims with respect to the
executive search process. A client could assert a claim for such matters as
breach of a blocking arrangement or recommending a candidate who subsequently
proves to be unsuitable for the position filled. In addition, a candidate could
assert an action against LAI for failure to maintain the confidentiality of the
candidate's employment search or for alleged discrimination or other violations
of employment law by a client of LAI. The Company maintains professional
liability insurance in such amounts and with such coverages and deductibles as
management believes are adequate. There can be no assurance, however, that the
Company's insurance will cover all such claims or that its insurance coverage
will continue to be available at economically feasible rates. See
"Business -- Insurance."

VOTING CONTROL BY CURRENT STOCKHOLDERS

Immediately following completion of the Offering, the current stockholders
of LAI will be the beneficial owners of 3,025,000 shares of Common Stock, not
including any shares that the current stockholders may purchase in the Offering,
representing approximately 60% of the then issued and outstanding shares of
Common Stock. Immediately after the Offering, such stockholders will continue to
have sufficient voting power to elect the entire Board of Directors of LAI and,
in general, to determine (without the consent of LAI's other stockholders) the
outcome of any corporate transaction or other matter submitted to the
stockholders for approval, including mergers, consolidations and the sale of all
or substantially all of LAI's assets, and also the power to prevent or cause a
change in control of LAI. See "Management" and "Principal Stockholders."

MANAGEMENT DISCRETION CONCERNING USE OF PROCEEDS

Most of the net proceeds of the Offering have not been designated for
specific uses, and management will have substantial discretion in using the
proceeds of the Offering. See "Use of Proceeds."

ANTI-TAKEOVER PROVISIONS; POSSIBLE ISSUANCE OF PREFERRED STOCK

LAI's Articles of Incorporation and Bylaws and applicable law contain
provisions that could have the effect of inhibiting a non-negotiated merger or
other business combination. In particular, LAI's Articles of Incorporation
provides for a staggered Board of Directors and permits the removal of directors
for cause only. In addition, LAI's Articles of Incorporation authorizes its
Board of Directors to issue shares of preferred stock, and fix the rights and
preferences thereof, without a vote of its stockholders. Although no shares of
preferred stock currently are outstanding, and the Company has no present plans
to issue any shares of preferred stock, the rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of
holders of any preferred stock that may be issued in the future. Certain of
these provisions may have anti-takeover effects and may delay, deter or prevent
a change in control of LAI that stockholders might otherwise consider in their
best interests. Moreover, the existence of these provisions may depress the
market price of the Common Stock. See "Description of Capital Stock."

8
<PAGE> 10

NO PRIOR MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common
Stock, and there can be no assurance that an active market will develop or be
sustained after the completion of the Offering. Consequently, the initial public
offering price of the Common Stock will be determined by negotiations among LAI
and the Underwriters. See "Underwriting" for a description of the factors to be
considered in determining the initial public offering price.

The market price of the Common Stock may be significantly affected by, and
could be subject to significant fluctuations in response to, such factors as
LAI's operating results, changes in any earnings estimates publicly announced by
LAI or by securities analysts, announcements of significant business
developments by LAI or its competitors, other developments affecting LAI, its
clients, or its competitors, and various factors affecting the executive search
industry, the financial markets or the economy in general, some of which may be
unrelated to LAI's performance. In addition, the stock market has experienced a
high level of price and volume volatility, and market prices for the stock of
many companies, especially companies that have recently completed initial public
offerings, have experienced wide price fluctuations not necessarily related to
the operating performance of such companies. Because the number of shares of
Common Stock being offered hereby is small relative to the number of publicly
traded shares of many other companies, and because all existing LAI stockholders
have agreed not to sell, contract to sell or otherwise dispose of any shares of
Common Stock currently owned by them for two years after the Offering, the
market price of Common Stock may be more susceptible to fluctuation.

ABSENCE OF DIVIDENDS

LAI does not anticipate paying cash dividends on its Common Stock at any
time in the foreseeable future. See "Dividend Policy."

DILUTION

Investors in the Offering will experience immediate and substantial
dilution in net tangible book value per share of Common Stock. In addition, any
future issuance of shares of Common Stock or preferred stock or the grant of
stock options to purchase Common Stock could cause further dilution. See
"Dilution."

SHARES ELIGIBLE FOR FUTURE SALE

A substantial number of shares of Common Stock already outstanding, or
issuable on exercise of stock options to be granted under LAI's 1997 Omnibus
Stock and Incentive Plan (the "Omnibus Plan") and Non-Employee Directors' Stock
Plan (the "Directors' Stock Plan"), are or will be eligible for future sale in
the public market at prescribed times pursuant to Rule 144 or Rule 701 under the
Securities Act of 1933, as amended (the "Securities Act"). Sales of such shares
in the public market, or the perception that such sales may occur, could
adversely affect the market price of the Common Stock or impair LAI's ability to
raise additional capital in the future through the sale of equity securities.
Upon completion of the Offering, there will be outstanding 5,025,000 shares of
Common Stock and stock options to purchase an additional 498,000 shares. Of
these shares, the 2,000,000 shares of Common Stock sold in the Offering
(2,300,000 shares if the Underwriters' over-allotment option is exercised in
full) will be freely tradeable by persons other than "affiliates" of LAI,
without restriction under the Securities Act. The remaining 3,025,000 shares of
Common Stock will be "restricted" securities within the meaning of Rule 144
under the Securities Act and may not be sold in the absence of registration
under the Securities Act unless an exemption from registration is available,
including the exemptions contained in Rule 144. All current stockholders of LAI,
however, have agreed not to sell, contract to sell or otherwise dispose of any
shares of the Common Stock currently owned by them for a period of two years
after the date of this Prospectus without the prior written consent of Robert W.
Baird & Co. Incorporated. Additionally, the Company has agreed, for a period of
180 days after the date of this Prospectus, not to sell, contract to sell or
otherwise dispose of any shares of Common Stock without the prior written
consent of Robert W. Baird & Co. Incorporated, other than shares of Common Stock
issued in the Offering, under its 1997 Employee Stock Purchase Plan, or upon
exercise of stock options granted pursuant to the Omnibus Plan or the Directors'
Stock Plan. See "Management -- Incentive and Benefit Plans," "Shares Eligible
for Future Sale" and "Underwriting."

9
<PAGE> 11

USE OF PROCEEDS

The net proceeds to LAI from the sale of the 2,000,000 shares of Common
Stock offered hereby (at an assumed offering price of $11.00 per share), after
deducting the estimated underwriting discount and offering expenses, are
estimated to be approximately $19.8 million ($22.8 million if the Underwriters'
over-allotment option is exercised in full). LAI intends to use approximately
$5.6 million of the net proceeds to repay indebtedness of the Company that will
be outstanding as of the completion of the Offering, and approximately $3.0
million for computer hardware and software purchases, upgrades and enhancements.
The balance of the estimated net proceeds of the Offering will be used for
working capital and general corporate purposes, including establishing new or
expanding existing offices and, if suitable candidates for acquisition are
identified, making selective acquisitions. Pending such uses, LAI intends to
invest the net proceeds from the Offering in short-term, investment grade
securities, certificates of deposit, or direct guaranteed obligations of the
United States government.

The indebtedness to be repaid with proceeds of the Offering includes the
amounts to be outstanding under the Company's term loan and its line of credit.
The term loan bears interest at the lender's prime rate plus 0.25%, or presently
8.75% per annum, and is due March 1999. The unpaid balance under the term loan
was approximately $1.7 million as of May 30, 1997 and is expected to be
approximately $1.6 million upon completion of the Offering. The proceeds of the
term loan were used to fund leasehold improvements. The line of credit bears
interest at the lender's prime rate, or presently 8.5% per annum, and is due on
demand. The unpaid balance under the line of credit was approximately $4.5
million as of May 30, 1997 and is expected to be approximately $4.0 million upon
completion of the Offering. Proceeds from the line of credit are anticipated to
be used for short-term working capital needs. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

DIVIDEND POLICY

LAI does not intend to pay any cash dividends for the foreseeable future
but instead intends to retain earnings, if any, for the future operation and
expansion of LAI's business. Any determination to pay dividends in the future
will be at the discretion of the Company's Board of Directors and will be
dependent upon LAI's results of operations, financial condition, contractual
restrictions, restrictions imposed by applicable law and other factors deemed
relevant by the Board of Directors.

10
<PAGE> 12

CAPITALIZATION

The following table sets forth the capitalization of LAI as of February 28,
1997 and as adjusted to reflect the application of the estimated net proceeds
from the issuance and sale by the Company of the 2,000,000 shares of Common
Stock offered hereby (at an assumed offering price of $11.00 per share) as
described in "Use of Proceeds." The table should be read in conjunction with the
Financial Statements and Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF
FEBRUARY 28, 1997
----------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Current maturities of long-term debt........................ $ 387 $ 101(2)
======= =======
Long-term debt, less current maturities..................... $ 1,650 $ 203(2)
------- -------
Stockholders' equity(1):
Preferred stock, $0.01 par value, 3,000,000 shares
authorized; no shares issued and outstanding........... -- --
Common stock, $0.01 par value, 35,000,000 shares
authorized; 3,075,000 shares issued and outstanding;
5,075,000 shares as adjusted(3)........................ 31 51
Additional paid-in capital................................ 4,086 23,826
Subscriptions receivable.................................. (152) (152)
Accumulated deficit....................................... (1,338) (1,338)
------- -------
Total stockholders' equity........................ 2,627 22,387
------- -------
Total capitalization............................ $ 4,277 $22,590
======= =======
</TABLE>

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

(1) Excludes 430,500 and 67,500 shares of Common Stock issuable on the exercise
of stock options to be granted immediately after completion of the Offering
at an exercise price equal to the initial public offering price per share
and $7.50 per share, assuming an initial public offering price of $11.00 per
share, respectively. See "Management -- Director Compensation,"
"Management -- Incentive and Benefit Plans" and "Description of Capital
Stock."
(2) Represents non-interest bearing stockholder notes payable in connection with
prior redemptions of Common Stock.
(3) Represents Common Stock as of February 28, 1997. As of the date of this
Prospectus and as adjusted for the Offering, Common Stock outstanding is
3,025,000 and 5,025,000, respectively.

11
<PAGE> 13

DILUTION

The Company's net tangible book value was $2.6 million, or $0.85 per share,
based on 3,075,000 shares of Common Stock outstanding as of February 28, 1997.
Net tangible book value per share represents the amount of the Company's total
tangible assets less its total liabilities, divided by the total number of
shares of Common Stock outstanding. After giving effect to the sale of the
2,000,000 shares of Common Stock being offered hereby and the application of the
estimated net proceeds therefrom, the pro forma net tangible book value of the
Company as of February 28, 1997 would have been $22.4 million or $4.41 per share
of Common Stock. This represents an immediate increase in net tangible book
value of $3.56 per share to existing stockholders and an immediate dilution of
$6.59 per share to new investors purchasing shares of Common Stock in the
Offering. The following table illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $11.00
Net tangible book value per share before the Offering..... $0.85
Increase per share attributable to new investors.......... 3.56
-----
Pro forma net tangible book value per share after the
Offering.................................................. 4.41
------
Dilution of net tangible book value per share to new
investors(1).............................................. $ 6.59
======
</TABLE>

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

(1) Dilution is determined by subtracting pro forma net tangible book value per
share after the Offering from the assumed initial public offering price per
share.

The following table sets forth the number of shares of Common Stock
purchased from the Company, the total consideration paid and the average price
per share of Common Stock paid by the Company's existing stockholders and to be
paid by new investors in the Offering and before deduction of the underwriting
discount:

<TABLE>
<CAPTION>
SHARES PURCHASED CONSIDERATION PAID AVERAGE
------------------- --------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)................... 3,025,000 60.2% $ 4,125,975 15.8% $ 1.36
New investors.............................. 2,000,000 39.8 22,000,000 84.2 11.00
--------- ----- ----------- -----
Total............................ 5,025,000 100.0% $26,125,975 100.0%
========= ===== =========== =====
</TABLE>

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

(1) Represents Common Stock outstanding as of the date of this Prospectus.

The foregoing tables exclude 430,500 and 67,500 shares of Common Stock
issuable on the exercise of stock options to be granted immediately after
completion of the Offering at an exercise price equal to the initial public
offering price per share and $7.50 per share, assuming an initial public
offering price of $11.00 per share, respectively. See "Management -- Director
Compensation," "Management -- Incentive and Benefit Plans" and "Description of
Capital Stock." To the extent such options are exercised, there may be further
dilution to new investors purchasing shares of Common Stock in the Offering.

12
<PAGE> 14

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)

The following table sets forth selected financial and other data of LAI for
fiscal years ended February 1993 through 1997 and as of the last day of each of
those fiscal years. The Statement of Operations Data for fiscal 1995, 1996 and
1997, and Balance Sheet Data as of the end of fiscal 1996 and 1997, are derived
from Financial Statements and Notes thereto audited by Arthur Andersen LLP,
independent certified public accountants. Such firm's report on LAI's Financial
Statements and Notes thereto as of such dates and for such periods is included
elsewhere in this Prospectus. The Statement of Operations and Other Data for,
and Balance Sheet Data as of the end of, each of fiscal 1993 and 1994 are
derived from the unaudited financial statements of the Company and, in the
opinion of management, include all adjustments (consisting of normal and
recurring adjustments) necessary to present fairly the results of operations and
financial position of the Company for such periods and as of such dates. The
financial data shown below should be read in conjunction with the Financial
Statements and Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28 OR 29,
------------------------------------------------------------------
ACTUAL PRO FORMA
1993 1994 1995 1996 1997 1997(1)
-------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Fee revenue, net....................................... $ 16,403 $ 21,144 $ 28,262 $ 35,088 $ 46,437 $ 46,437
Compensation and benefits.............................. 14,031 17,725 23,991 30,693 39,928 35,353
General and administrative expenses.................... 1,879 2,080 2,333 4,467 6,685 6,685
-------- -------- -------- -------- -------- --------
Operating income (loss).............................. 493 1,339 1,938 (72) (176) 4,399
Net interest income (expense).......................... 38 14 (6) (40) (376) (376)
-------- -------- -------- -------- -------- --------
Income (loss) before provision for income taxes...... 531 1,353 1,932 (112) (552) 4,023
Provision for income taxes............................. 53 97 671 90 15 1,690
-------- -------- -------- -------- -------- --------
Net income (loss).................................... $ 478 $ 1,256 $ 1,261 $ (202) $ (567) $ 2,333
======== ======== ======== ======== ======== ========
Net income (loss) per share............................ $ (0.18)
========
Pro forma net income (loss)(2)......................... $ 308 $ 785 $ 1,121 $ (202) $ (567) $ 2,333
======== ======== ======== ======== ======== ========
Pro forma net income (loss) per share.................. $ 0.73
========
Weighted average common shares outstanding(3).......... 3,199 3,199
OTHER DATA:
Number of consultants employed as of fiscal year end... 36 38 46 54 62 62
Average fee revenue per consultant employed during
entire fiscal year................................... $505,000 $602,000 $689,000 $706,000 $740,000 $740,000
Average cash compensation of positions filled(4)....... $165,000 $172,000 $180,000 $196,000 $226,000 $226,000
</TABLE>

<TABLE>
<CAPTION>
AS OF FEBRUARY 28 OR 29,
-------------------------------------------------------
1993 1994 1995 1996 1997
-------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit)........................................ $ 1,569 $ 1,723 $ 1,439 $ (485) $ 617
Total assets..................................................... 6,749 9,885 12,193 18,300 25,561
Total long-term debt............................................. 72 144 63 -- 1,650
Total stockholders' equity....................................... 2,384 2,121 2,325 2,509 2,627
</TABLE>

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

13
<PAGE> 15

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

This Prospectus contains certain forward-looking statements that are based
on the beliefs of the Company's management, as well as assumptions made by, and
information currently available to, the Company's management. Such statements
include those regarding successfully implementing and continuing growth
strategies and business strategies, attracting, motivating and retaining
executive search consultants, and maintaining favorable long-term client
relationships. Because such statements involve risks and uncertainties, actual
actions and strategies and the timing and expected results thereof may differ
materially from those expressed or implied by such forward-looking statements,
and the Company's future results, performance or achievements could differ
materially from those expressed in, or implied by, any such forward-looking
statements. Factors that could cause or contribute to such material differences
include, but are not limited to, those discussed under "Risk Factors." The
following presentation of management's discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with
the Company's Financial Statements, the Notes thereto and other financial
information included herein.

OVERVIEW

LAI is one of the fastest growing and the fifth largest executive search
firm in the United States. The Company derives substantially all of its revenue
from fees for professional services, which are billed exclusively on a retained
basis. Fees are typically equal to one-third of the anticipated first year cash
compensation for the positions being filled. If the actual compensation package
for a successfully placed candidate varies from the amount anticipated at the
time of the engagement, an appropriate adjustment may be made to LAI's search
fee. The Company recognizes fee revenue as clients are billed, generally over a
60 to 90 day period following the acceptance of a search assignment. In
addition, clients usually are required to reimburse LAI for out-of-pocket
expenses incurred in the search process.

LAI's fee revenue has grown from $16.4 million in fiscal 1993 to $46.4
million in fiscal 1997, representing a compound annual growth rate of
approximately 30%. This growth has been achieved by increasing the number of
consultants at existing offices and improving revenue per consultant.
Additionally, the Company opened new offices in Boston, Massachusetts and
Stamford, Connecticut in fiscal 1997. During the three-year period ended
February 28, 1997, the Company added a net total of 24 consultants, representing
a 63% increase to its consulting staff. Fee revenue per consultant employed for
an entire fiscal year was approximately $689,000, $706,000 and $740,000 for
fiscal 1995, 1996 and 1997, respectively. This improvement was due primarily to
an increased mix of more senior level executive searches and to a rise in
overall executive compensation. The average first year cash compensation of
positions for which LAI conducted searches in fiscal 1997 was approximately
$226,000.

The largest component of the Company's operating expenses consists of
compensation and benefits paid to its executive search consultants, executive
officers and administrative and support personnel. LAI has been able to attract
and retain some of the most productive executive search consultants in the
industry as a result of its premium reputation and its performance-based
consultant compensation, which the Company believes is among the highest in the
industry as a percentage of fee revenue generated. In contemplation of the
Offering and with the approval of its existing stockholders, the Company revised
its compensation plan for consultants effective March 1, 1997, the first day of
the Company's current fiscal year. Compensation and benefits expense represented
approximately 86% of fee revenue in fiscal 1997, but would have represented
approximately 76% of fee revenue on a pro forma basis under the revised plan.
See "-- Pro Forma Results." The Company believes the compensation and benefits
it pays its consultants under the revised plan remain among the highest in the
industry. In addition, the Company believes that its status as a public company
will provide a further competitive advantage in attracting and retaining highly
qualified consultants in the future.

General and administrative expenses consist of occupancy expense associated
with the Company's leased premises, costs associated with the Company's
investments in information technology and marketing and other general office
expenses. LAI benefits from the reduced costs associated with locating its
administrative operations and a majority of its research staff in Tampa,
Florida.

14
<PAGE> 16

PRO FORMA RESULTS

The Pro Forma Statement of Operations Data for fiscal 1997 reflects an
adjustment to compensation and benefits expense assuming implementation of the
Company's revised compensation plan for consultants at the beginning of fiscal
1997. The estimated expense payable on a pro forma basis was calculated by
applying the adjusted compensation formula to the fee revenue generated by each
consultant in fiscal 1997. The effect of the pro forma adjustment was to
decrease compensation and benefits expense and increase operating income in
fiscal 1997 by approximately $4.6 million. An adjustment was also made to
reflect an additional income tax liability of approximately $1.7 million
resulting from the corresponding increase in income (loss) before provision for
income taxes. The net effect of these changes was to increase net income in
fiscal 1997 by $2.9 million to $2.3 million.

For periods prior to November 1, 1994, the Company elected to be taxed as
an S corporation for federal and certain state income tax purposes. Accordingly,
a pro forma income tax provision is reflected for fiscal periods prior to fiscal
1996 using a tax rate of approximately 42%.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
Statement of Operations Data as a percentage of fee revenue:

<TABLE>
<CAPTION>
PERCENTAGE OF FEE REVENUE
--------------------------------------
YEAR ENDED FEBRUARY 28 OR 29,
--------------------------------------
ACTUAL PRO FORMA
1995 1996 1997 1997
----- ----- ------ ----------
<S> <C> <C> <C> <C>
Fee revenue, net.................................... 100.0% 100.0% 100.0% 100.0%
Compensation and benefits........................... 84.9 87.5 86.0 76.1
General and administrative expenses................. 8.3 12.7 14.4 14.4
----- ----- ----- -----
Operating income (loss)............................. 6.8 (0.2) (0.4) 9.5
Net interest expense................................ -- 0.1 0.8 0.8
----- ----- ----- -----
Income (loss) before provision for income taxes..... 6.8 (0.3) (1.2) 8.7
Provision for income taxes.......................... 2.4 0.3 -- 3.6
----- ----- ----- -----
Net income (loss)................................... 4.4% (0.6)% (1.2)% 5.1%
===== ===== ===== =====
Pro forma net income (loss)......................... 4.0% (0.6)% (1.2)% 5.1%
===== ===== ===== =====
</TABLE>

FISCAL 1997 COMPARED WITH FISCAL 1996

Fee revenue. Fee revenue increased $11.3 million, or 32.3%, to $46.4
million for fiscal 1997 from $35.1 million for fiscal 1996. The increase in fee
revenue was primarily a result of an increase in the number of consultants
employed for an entire fiscal year and an increase of 4.8% in the average fee
revenue per consultant employed for a full year to $740,000 for fiscal 1997 from
$706,000 for fiscal 1996. Also, the Company added a net total of eight new
consultants during the year, raising the total number of consultants employed by
LAI at the end of the fiscal year to 62 for fiscal 1997 from 54 for fiscal 1996.
The average first year cash compensation of positions for which LAI conducted
searches increased by 15.3% to $226,000 in fiscal 1997 from $196,000 in fiscal
1996. During fiscal 1997, LAI opened two new offices, which generated
approximately $1.7 million of fee revenue.

Compensation and benefits. Compensation and benefits increased $9.2
million, or 30.1%, to $39.9 million for fiscal 1997 from $30.7 million for
fiscal 1996. The increase was primarily due to compensation and benefits
associated with the growth in the number of consultants and the increase in fee
revenue per consultant. As a percentage of fee revenue, compensation and
benefits decreased to 86.0% for fiscal 1997 from 87.5% for fiscal 1996 primarily
due to spreading compensation and benefits for LAI's administrative and support
staff, which are primarily fixed, over a greater fee revenue base.

15
<PAGE> 17

General and administrative expenses. General and administrative expenses
increased $2.2 million, or 49.7%, to $6.7 million for fiscal 1997 from $4.5
million for fiscal 1996. As a percentage of fee revenue, general and
administrative expenses increased to 14.4% for fiscal 1997 from 12.7% for fiscal
1996. These increases were primarily due to increases in occupancy costs
associated with lease renewals at three of LAI's offices and the opening of two
new offices in Stamford, Connecticut and Boston, Massachusetts, as well as an
increase in marketing expenses to implement a program to enhance LAI's name
recognition.

Operating income (loss). Operating loss increased $104,000 to $176,000 for
fiscal 1997 from $72,000 for fiscal 1996, and as a percentage of fee revenue to
0.4% for fiscal 1997 from 0.2% for fiscal 1996. These increases were primarily
due to the increase in general and administrative expenses, partially offset by
lower compensation and benefits as a percentage of fee revenue.

Net interest income (expense). Net interest expense increased $336,000 to
$376,000 for fiscal 1997 from $40,000 for fiscal 1996. The increase constitutes
interest expense on indebtedness incurred to fund leasehold improvements at two
of LAI's offices, as well as interest on compensation deferred pursuant to the
Company's deferred compensation plan. See "Management -- Incentive and Benefit
Plans."

Provision for income taxes. The effective tax rate for fiscal 1997 of
(2.8)% varied from the statutory rate of 35.0% due to state and local income
taxes and because certain expenses, including a portion of meals, entertainment
and dues expense and premiums on keyman life insurance policies, were
non-deductible for income tax purposes.

FISCAL 1996 COMPARED WITH FISCAL 1995

Fee Revenue. Fee revenue increased $6.8 million, or 24.2%, to $35.1
million for fiscal 1996 from $28.3 million for fiscal 1995. The increase in fee
revenue was primarily a result of an increase in the number of consultants
employed for an entire fiscal year and an increase of 2.5% in the average fee
revenue per consultant employed for a full year to $706,000 for fiscal 1996 from
$689,000 for fiscal 1995. Also, the Company added a net total of eight new
consultants during the year, raising the total number of consultants employed by
LAI at the end of the fiscal year to 54 for fiscal 1996 from 46 for fiscal 1995.
The average first year cash compensation of positions for which LAI conducted
searches increased by 8.9% to $196,000 in fiscal 1996 from $180,000 in fiscal
1995.

Compensation and benefits. Compensation and benefits increased $6.7
million, or 27.9%, to $30.7 million for fiscal 1996 from $24.0 million for
fiscal 1995. The increase was primarily due to compensation and benefits
associated with the growth in the number of consultants and the Company's
support staff, including associates, IT and research personnel, and the increase
in fee revenue per consultant. As a percentage of fee revenue, compensation and
benefits increased to 87.5% for fiscal 1996 from 84.9% for fiscal 1995. This
increase is primarily the result of changes implemented in fiscal 1996 to LAI's
compensation system for consultants to significantly increase the
performance-based component, which changes remained in effect until the
revisions to the compensation plan for consultants were implemented on March 1,
1997.

General and administrative expenses. General and administrative expenses
increased $2.2 million, or 91.5%, to $4.5 million for fiscal 1996 from $2.3
million for fiscal 1995. As a percentage of fee revenue, general and
administrative expenses increased to 12.7% for fiscal 1996 from 8.3% for fiscal
1995. These increases were primarily due to increases in costs associated with
the Company's investment in information technology. During 1996, the Company
developed and implemented both wide and local area networking capabilities and
began development of its proprietary relational database for use in executive
search execution.

Operating income (loss). The Company incurred an operating loss of $72,000
for fiscal 1996 compared with operating income of $1.9 million for fiscal 1995.
This change was primarily the result of the increases in both compensation and
benefits and general and administrative expenses discussed above.

Net interest income (expense). Net interest expense increased to $40,000
for fiscal 1996 from $6,000 for fiscal 1995 primarily due to interest on
compensation deferred pursuant to the Company's deferred compensation plan. See
"Management -- Incentive and Benefit Plans."

16
<PAGE> 18

Provision for income taxes. The effective tax rate in fiscal 1996 of
(79.9)% varied from the statutory rate of 35.0% due to state and local income
taxes and because certain expenses, including a portion of meals, entertainment
and dues expense and premiums on keyman life insurance policies, were
non-deductible for income tax purposes. Prior to November 1, 1994, the Company
operated as an S corporation for federal income tax purposes. Accordingly, no
provision for federal income taxes was recorded prior to that date.

UNAUDITED QUARTERLY RESULTS

The following table sets forth certain unaudited quarterly operating
information of the Company for fiscal 1996 and fiscal 1997. This information has
been prepared on the same basis as the audited financial statements contained
elsewhere in this Prospectus and, in the opinion of management, include all
adjustments, consisting solely of normal and recurring adjustments, necessary
for the fair presentation of the information for the periods presented. The
financial data shown below should be read in conjunction with the Financial
Statements and Notes thereto. Results for any previous fiscal quarter are not
necessarily indicative of results for the full year or for any future quarter.

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------------------------------------
MAY 31, AUG 31, NOV 30, FEB 29, MAY 31, AUG 31, NOV 30, FEB 28,
1995 1995 1995 1996 1996 1996 1996 1997
------- ------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fee revenue, net................ $8,252 $8,662 $8,869 $9,305 $11,107 $11,506 $11,706 $12,118
Operating income (loss)......... 95 85 (73) (179) 131 216 (200) (323)
Net income (loss)............... 25 6 (79) (154) (5) 8 (244) (326)
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

The Company relies primarily upon cash flows from operations and available
borrowings under its credit facilities to finance its operations. During fiscal
1995, 1996 and 1997, cash flows from operations were $2.9 million, $1.6 million
and $(653,000), respectively. To provide additional liquidity, the Company has
obtained a commitment letter from a bank to provide credit facilities of
approximately $10.0 million. Outstanding borrowings under these facilities will
bear interest at various rates based on the bank's prime lending rate. See Note
9 to Financial Statements.

Capital expenditures totaled approximately $555,000, $2.5 million and $1.8
million for fiscal 1995, 1996 and 1997, respectively. These expenditures
consisted primarily of purchases of office equipment, upgrades to information
systems and leasehold improvements. The Company intends to use approximately
$3.0 million of the Offering proceeds over the next 12 to 24 months for computer
hardware and software purchases, upgrades and enhancements. Additionally,
investments in whole life insurance policies intended to fund the Company's
deferred compensation plans were $429,000, $778,000 and $1.0 million in fiscal
1995, 1996 and 1997, respectively.

Cash provided by financing activities was approximately $2.7 million during
1997, which included borrowings under a term loan and proceeds from sales of
Common Stock to newly hired and promoted consultants as part of LAI's strategy
to increase the breadth of stock ownership among its consultants. The Company
intends to retire the balance of the term loan, expected to be approximately
$1.6 million as of the completion of the Offering, with proceeds from the
Offering. During fiscal 1996, cash provided by financing activities was
approximately $416,000, consisting primarily of proceeds from sales of Common
Stock. During fiscal 1995, the Company used approximately $1.5 million to fund
financing activities which consisted primarily of distributions to stockholders.

A significant portion of the Company's compensation expense is accrued and
paid shortly after the end of the Company's fiscal year. Accordingly, amounts
outstanding under the Company's line of credit are highest during the first
quarter of the Company's fiscal year, with such amounts historically being
repaid by cash flows from operations during the remainder of such fiscal year.
The Company's outstanding indebtedness under its current line of credit is
expected to be approximately $4.0 million as of the completion of the Offering.
These borrowings will be repaid with a portion of the Offering proceeds. The
Company believes that funds from

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<PAGE> 19

operations, its expanded credit facilities and the net proceeds from the
Offering will be sufficient to meet its anticipated working capital, capital
expenditure and general corporate requirements on both a short-term basis (i.e.,
during the 12 months following the Offering) and a long-term basis (i.e., after
such 12-month period).

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128").
SFAS 128 establishes new standards for computing and presenting earnings per
share ("EPS"). Specifically, SFAS 128 replaces the currently required
presentation of primary EPS with a presentation of basic EPS, requires dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997; earlier
application is not permitted. Pro forma EPS computed under SFAS 128 would have
been the same as reported in the Financial Statements included in this
Prospectus and management believes the application of SFAS 128 will not have a
material effect on LAI's future financial statements.

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<PAGE> 20

BUSINESS

GENERAL

LAI is one of the fastest growing executive search firms and is the fifth
largest search firm in the United States, principally serving Fortune 500 and
large private companies. LAI fulfills its clients' leadership needs by
identifying, evaluating, assessing and recommending qualified candidates for
senior level positions. The Company provides executive search services
exclusively on a retained basis, and charges a fee typically equal to one-third
of the first year cash compensation for the position being filled. The average
first year cash compensation of positions for which LAI conducted searches in
fiscal 1997 was approximately $226,000. LAI has developed a knowledge-based
practice primarily organized around five business sectors: consumer, financial
services, health care, industrial and technology. LAI's clients are among the
most prominent companies in each of these sectors, and include PepsiCo, Grand
Metropolitan, Lehman Brothers, Banc One, Bristol-Myers Squibb, Cooper
Industries, General Electric, Compaq and Lucent Technologies. LAI also provides
its clients with global search fulfillment capabilities as a member of Amrop
International, an alliance of 34 independently owned executive search firms with
82 offices in 48 countries. LAI's fee revenue has grown from $16.4 million in
fiscal 1993 to $46.4 million in fiscal 1997, representing a compound annual
growth rate of approximately 30%. This growth rate compares favorably with the
21% average compound annual growth rate experienced by LAI's ten largest U.S.
based competitors during the same period.

EXECUTIVE SEARCH INDUSTRY OVERVIEW

Executive search firms are generally separated into two broad fee-based
categories: retained search firms and contingency search firms. Retained search
firms fulfill their clients' senior leadership needs by identifying, evaluating,
assessing and recommending qualified candidates for senior level positions,
typically with cash compensation of $100,000 and above. Contingency search
firms, on the other hand, focus primarily on mid-level positions with cash
compensation of less than $150,000. Both types of firms normally are paid a fee
for their services equal to approximately one-third of the guaranteed first year
cash compensation for the position being filled.

Retained search firms currently serve the majority of the Fortune 500 as
well as numerous other organizations, including government agencies,
professional organizations and fast-growing entrepreneurial companies. Retained
firms generally are compensated for an assignment whether or not they are
successful in placing a recommended candidate. Contingency search firms also
serve large corporations; however, their primary focus is on small and medium
sized companies. Unlike retained search firms, contingency search firms are not
compensated for an assignment unless they successfully complete a search and
place a recommended candidate.

According to Kennedy Information, a leading industry publication, revenue
in the executive search industry historically has been divided almost evenly
between retained and contingency search firms; however, retained search firms
are estimated to employ only one-third of the consultants in the industry. Thus,
the average fee revenue per consultant for retained firms is substantially
higher than for contingency firms. Moreover, the predictable revenue stream
associated with a retained search enables a retained firm, such as LAI, to
devote more personnel and greater resources to an assignment than a contingency
search firm whose revenue is not assured. LAI believes this difference in
payment structure enables retained search firms to provide clients with more
value-added consulting services than contingency search firms.

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<PAGE> 21

The executive search industry has experienced consistent growth over the
past 20 years. Revenue for the North American executive search industry has
grown at an 11% compound annual growth rate from approximately $1.6 billion in
1985 to approximately $4.4 billion in 1995. Kennedy Information expects industry
growth to continue at an 11% annual rate, with revenue projected to reach $7.4
billion by the year 2000.

Chart

The executive search industry is highly fragmented, consisting of
approximately 3,470 U.S. based firms, of which approximately 1,320 are retained
and approximately 2,150 are contingency search firms. In 1995, approximately 90%
of these firms employed fewer than ten consultants and generated average revenue
of approximately $1 million each. The top ten U.S. based search firms, all of
which operate on a retained basis, accounted for approximately 11% of total
industry revenue in 1995. However, Kennedy Information predicts that these top
ten firms will increase their market share at an accelerating rate as they
continue to offer clients increased geographic reach, broader industry coverage,
greater industry expertise and more sophisticated technology and research
support.

LAI believes that a number of favorable trends have caused and will
continue to cause the executive search industry to experience significant
growth. These trends include:

Greater Demand for Managers with Broad Leadership Capabilities. Many
companies are facing a rapidly changing business environment due to an increase
in domestic and international competition, an increase in deregulation and a
more widespread use of technology. The need to respond to this dynamic
environment and remain competitive has caused many companies to set higher
standards for their senior level executives. As these standards become more
stringent, more companies are looking outside their organizations to fill
positions traditionally reserved for internal candidates. The process of
identifying and evaluating executives is becoming increasingly difficult and, as
a result, a growing number of companies are relying on executive search firms to
solve their senior management and leadership needs.

Rapid Growth in Outsourcing. Many companies are outsourcing non-core
activities to reduce costs and increase efficiencies. These organizations often
engage independent, third party specialists to provide many non-revenue
generating functions that were previously performed in-house. Among the
functions most commonly

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<PAGE> 22

outsourced are those traditionally performed by in-house human resource
departments, including executive recruitment and hiring.

Increase in Executive Turnover. In the past, it was common for executives
to spend an entire career with one or two organizations. However, in today's
rapidly changing business environment, executives often spend their career with
a number of different organizations in various geographic locations. Executive
turnover has been particularly high in such growth industries as health care and
technology. This increase in executive turnover has intensified the competition
for highly qualified executives and forced many companies to recruit executives
on a more frequent basis.

Increase in Executive Compensation. Compensation levels for executives
have increased considerably over the past several decades. According to a study
published in 1997 by William M. Mercer, Incorporated, the average annual cash
compensation for chief financial, chief executive and chief operating officers
grew at compound annual growth rates of 5.7%, 4.2% and 3.1%, respectively,
between 1992 and 1996. This increase in executive compensation, among other
factors, has caused many companies to be more rigorous in their hiring
practices, often retaining an executive search firm to assist in the
identification and evaluation of qualified candidates. In addition, because fees
for executive search firms are based on the compensation levels for positions
they help fill, higher executive compensation has translated into higher
executive search fees.

BUSINESS STRATEGY

LAI's objective is to be an internationally recognized leader in providing
comprehensive consulting services aimed specifically at solving its clients'
leadership needs. The key elements of LAI's business strategy include:

Attract, Motivate and Retain High Quality Search Consultants. LAI has been
successful in attracting, motivating and retaining highly productive executive
search consultants as a result of its premium reputation and its
performance-based consultant compensation, which the Company believes is among
the highest in the industry as a percentage of fee revenue generated. LAI has
attracted and continues to employ a number of consultants who previously held
senior level positions with the Company's four larger competitors. LAI believes
its status as a public company will provide a further competitive advantage in
attracting and retaining highly qualified consultants in the future. The Company
also believes that broadly held equity ownership by its consultants fosters a
team-oriented working environment. Additionally, the Company believes that,
following the Offering, ownership of Common Stock and its recently adopted stock
and incentive plan will align the interests of its consultants with those of the
purchasers of Common Stock in the Offering.

Build on Knowledge-Based Practice Groups. LAI believes that knowledge of
its clients and the industries in which they operate are among the most
significant competitive factors in obtaining and completing search assignments.
Accordingly, LAI has developed knowledge-based practice groups primarily
organized around five business sectors: consumer, financial services, health
care, industrial and technology. Each practice group is coordinated under the
direction of a Practice Leader who establishes the marketing and search
strategies for that practice group. LAI intends to continue to build its
practice groups by hiring consultants with substantial experience and
significant client relationships in targeted business sectors and by
strengthening the Company's presence in other select practice groups, such as
board of directors and energy.

Capitalize on Research and Technology. LAI augments its knowledge-based
practice groups by investing in and capitalizing on its expertise in research
and technology. LAI's 62 associates, researchers and IT professionals provide
timely industry, company and compensation information to consultants using
numerous information sources. LAI also maintains a proprietary relational
database of more than 69,000 executive candidates. As an integral part of the
executive search process, consultants query this database on a variety of
attributes, including demographic information, work experience, compensation and
personal interview results. Support functions are coordinated from LAI's Tampa,
Florida office, which the Company believes was the first U.S. based executive
search office to achieve ISO 9002 certification. LAI believes that its
technological capabilities and knowledge-based practice groups enable it to
provide a superior research product and, ultimately, deliver higher quality
search results to its clients.

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<PAGE> 23

Reduce Cycle Times. LAI believes that the ability to reduce the time
required to perform a search ("cycle time") will be a key differentiating factor
among executive search firms in the future. In an effort to reduce its average
cycle time, LAI is investing substantial resources in research support and to
upgrade its technology and is refining its knowledge-based practice groups and
individual client approach. Reduced cycle times would enable LAI's consultants
to complete more assignments in a given period of time, resulting in the
opportunity to both increase fee revenue per consultant and enhance the
profitability of the Company.

Leverage Global Capabilities. LAI provides its clients with global search
fulfillment capabilities through its membership in Amrop International. Amrop
International is an international alliance of 34 independently owned executive
search firms with 82 offices in 48 countries. LAI executes domestic search
assignments referred to it by other Amrop members and refers to other Amrop
members international search assignments for its U.S. based clients. LAI
believes that its ability to provide international search services is an
important factor in attracting multinational clients, and intends to strengthen
these capabilities in the future. LAI conducts business under the name "Lamalie
Amrop International."

GROWTH STRATEGY

LAI has competed successfully in the executive search industry and has
capitalized on the growing demand for executive search services. LAI's fee
revenue has increased at a compound annual growth rate of approximately 30%
since fiscal 1993 and 32% over the latest fiscal year. These growth rates have
been achieved by increasing the number of consultants at existing offices,
improving fee revenue per consultant and opening new offices. In the future, LAI
intends to augment its growth through strategic acquisitions. LAI intends to
extend the reach, breadth and penetration of its services both domestically and
internationally. The key elements of LAI's growth strategy include:

Strengthen Existing and Develop New Client Relationships. LAI intends to
increase fee revenue by obtaining additional search engagements from existing
clients and by developing relationships with new clients. LAI focuses on
accounts from which it obtains, or believes it can obtain, a significant number
of search assignments ("focused accounts"). LAI invests significant resources in
its focused accounts to better understand their business strategies and culture
and eventually position the Company as a consulting partner to those clients.
Accordingly, LAI emphasizes long-term relationships with its clients, rather
than one-time projects or assignments. In fiscal 1997, approximately 60% of
LAI's fee revenue was generated from clients to which LAI had provided services
in fiscal 1995 or fiscal 1996.

To further the development of existing accounts, consultants spend
substantial time marketing LAI's services to carefully selected prospective
clients within their practice groups. Increasingly, search assignments are
awarded after a small number of search firms are invited to make presentations
to a prospective client's senior management or Board of Directors. In fiscal
1997, LAI obtained search engagements from a majority of the presentations in
which it participated. The Company attributes its success to its knowledge-based
practice groups as well as the name recognition LAI has developed in recent
years.

Expand Existing and Selectively Open New Offices. LAI has and intends to
continue adding experienced, highly qualified executive search consultants to
its practice. The Managing Partner of each office is responsible for recruiting
new consultants to LAI, and a significant component of the Managing Partner's
compensation is based on the success of these efforts. Over the past fiscal
year, LAI added a net total of eight consultants to new and existing offices
and, as of May 15, 1997, employed a total of 63 consultants. LAI also
continually evaluates the desirability of opening new offices. In fiscal 1997,
the Company opened offices in Boston, Massachusetts and Stamford, Connecticut,
and the Company presently is evaluating the desirability of opening an office on
the West Coast to further strengthen its technology practice.

Pursue Strategic Acquisitions. Although strategic acquisitions
historically have not been an important element of LAI's growth strategy, the
Company intends to expand its client base, industry coverage and geographic
reach through selective acquisitions. The executive search industry is highly
fragmented, consisting of approximately 3,470 U.S. based firms, of which
approximately 1,320 are retained search firms. LAI believes that many smaller
search firms lack the financial and managerial resources to compete effectively
against the largest executive search firms, thereby creating a significant
opportunity for potential acquisitions. Following completion

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<PAGE> 24

of the Offering, LAI expects to be in a strong position to consider future
acquisitions. LAI is not currently engaged in substantive discussions regarding
any potential acquisitions.

SERVICES

LAI provides executive search services exclusively on a retained search
basis for Fortune 500 and large private companies. The Company typically
performs executive search services for its clients' senior leadership positions
ranging from brand manager or director of finance to chief operating officer or
chief executive officer. The average first year cash compensation of positions
for which LAI conducted searches in fiscal 1997 was approximately $226,000.

LAI serves its clients in a consultative capacity, developing a thorough
understanding of the client's organizational structure, history, culture and
strategic objectives. In fulfilling each search assignment, LAI (i) assesses the
client's existing management capabilities, corporate culture and business
strategies, (ii) evaluates the client's industry position and major competition,
(iii) develops and refines the relevant business experience, skill set and
personal characteristics that a qualified candidate should possess, (iv)
identifies, contacts and interviews candidates, (v) submits detailed personnel
reports and recommendations to the client regarding the candidates most
qualified for the position to be filled, (vi) advises the client regarding the
appropriate compensation package to be offered to its chosen candidate and (vii)
monitors the quality of its search procedures with client surveys and other
client feedback mechanisms.

The Company uses a team-oriented approach in providing high quality
executive search services on a consistent basis, rather than relying on the
reputation of a few key consultants. Upon commencement of an assignment, LAI
works with its client to develop both detailed candidate and job specifications
and a specific search strategy focusing on the industries and companies expected
to produce the most appropriate candidates. Consultants and certain support
staff assigned to the search then contact and conduct extensive telephone
interviews of potential candidates, distribute job specifications and client
promotional materials, and conduct personal interviews with and perform
preliminary reference checks of those candidates who appear to have the desired
qualifications for and level of interest in the position. Most candidates are
already successfully employed and not currently looking to change jobs, so the
initial contact must be conducted discreetly.

Following this process, the search team submits to the client a
confidential personnel report on each candidate that LAI believes merits serious
consideration by the client. Each report contains a detailed business history of
the candidate, results of LAI's preliminary reference checks, and LAI's
evaluation of the business experience, qualifications, personal characteristics
and suitability of the candidate. LAI then assists in the introduction of
selected candidates to the client and the administration of the interview
process. When the final selection is made, LAI facilitates the negotiation of
employment terms and the transition by the candidate to the employ of the
client. In recognition of the quality of its search process, LAI's Tampa,
Florida office achieved ISO 9002 certification.

LAI provides its clients with global search fulfillment capabilities as a
member of Amrop International, an alliance of 34 independently owned executive
search firms with 82 offices in 48 countries. LAI joined Amrop in 1990 and
believes that the ability to provide international search services is an
important factor in attracting multinational clients. LAI executes domestic
search assignments referred to LAI by other Amrop members, and refers to other
Amrop members international search assignments for its U.S. based clients. In
each case, the referring member receives a portion of the search fee as
compensation for the referral. In conducting search assignments, all Amrop
members are required to adhere to certain general practices and procedures which
are generally consistent with LAI's methods of conducting business. Amrop's
membership agreement provides that only one executive search firm in any one
country may be an Amrop member, and LAI is the sole Amrop member from the United
States. In calendar year 1996, LAI was the largest member of Amrop in terms of
fee revenue.

MARKETING AND CLIENTS

General. The Company's marketing strategy includes three primary
components: capitalize on its knowledge-based practice groups and long-term
client relationships; penetrate its markets through its regional office
structure; and promote the LAI brand. In its marketing efforts, the Company
emphasizes its knowledge-

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<PAGE> 25

based practice groups and industry expertise, which enable LAI to provide a
superior research product and, ultimately, deliver higher quality search results
to its clients.

Knowledge-Based Practice Groups. LAI has developed knowledge-based
practice groups primarily organized around five business sectors. Each practice
group is coordinated by a group Practice Leader who is responsible for
developing new business and maintaining a high standard of service in their area
of expertise. To achieve these objectives, a Practice Leader (i) establishes the
marketing and search strategies for the particular practice group, (ii)
identifies focused accounts and targets clients within the practice group's
business sector and (iii) facilitates and assists the marketing activities of
other consultants in the practice group. Each Practice Leader has substantial
industry expertise, frequently having held one or more executive positions in
the group's business sector prior to becoming a search consultant. Additionally,
LAI's Practice Leaders have an average of 15 years of experience in the
executive search industry. The following table sets forth certain information
regarding LAI's practice groups:

<S> <C> <C> <C> <C>
% OF FISCAL
1997 FEE
PRACTICE GROUP REVENUE PRACTICE SUB-GROUPS SELECTED CLIENTS
<S> <C> <C> <C> <C>
Financial Services 24.9% Commercial Banking, Investment Banc One, Lehman Brothers,
Banking, Investment Management and Prudential
Real Estate
Technology 18.6% Communications, Hardware/Software, Compaq, GTE, Lucent
Information Systems and Professional Technologies
Services
Health Care 16.5% Managed Care, Medical Baystate Health Systems,
Devices/Diagnostics, Medical Bristol-Myers Squibb,
Information, Pharmaceutical/Life Mallinckrodt Group
Sciences and Physicians
Industrial 15.4% Automotive, Capital Equipment, BF Goodrich, Cooper
Chemical and Process Industries, Industries,
Forest Products and Oil and Gas General Electric
Consumer 12.3% Durables, Food Service, Hospitality, Grand Metropolitan, Kohler,
Packaged Goods and Retail PepsiCo
Other 12.3% Board of Directors and Energy Enron, Entergy
</TABLE>

The Company's practice groups enable its consultants to better understand
their clients' business strategies and industries and eventually position LAI as
a consulting partner to those clients. LAI emphasizes long-term relationships
with clients, rather than one-time projects or assignments. In fiscal 1997,
approximately 60% of LAI's fee revenue was generated from clients to which
search services had been provided in fiscal 1995 or 1996. Each of LAI's 30
largest clients, based on LAI's fiscal 1997 fee revenue, had been a client for
an average of eight years as of February 28, 1997.

Regional Offices. To complement its knowledge-based practice groups, the
Company has established its nine regional offices in cities that are key
business centers for its targeted business sectors. Each office is run by a
Managing Partner who has complete fiscal responsibility for that office. The
Managing Partner's principal responsibilities include overseeing day-to-day
operational and administrative matters at the regional office level, providing
assistance to consultants in that office, assuring quality control in business
development and search execution, hiring and supervising office personnel, and
serving on an internal operations committee. While compensation for other
consultants is based primarily on individual performance, compensation for
Managing Partners is based largely on the profitability of their respective
regional offices, as well as on their ability to successfully recruit highly
qualified consultants to LAI. Since consultants have greater opportunities to
develop relationships with clients and prospective clients in close geographic
proximity, they normally focus on, but do

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<PAGE> 26

not limit their efforts to, clients in the region served by their particular
office. Over time, consultants seek to establish deep roots in the community and
develop strong links with local business, government and cultural leaders. LAI's
regional offices are located in Atlanta, Boston, Chicago, Cleveland, Dallas,
Houston, New York, Stamford and Tampa.

LAI Brand. A major part of LAI's recent marketing efforts has been to
develop an enhanced awareness of the LAI name. As a result of its efforts, LAI
is more frequently being invited to make presentations to prospective clients,
often competing for search engagements with major competitors in the industry.
In fiscal 1997, LAI succeeded in obtaining search engagements from a majority of
the presentations in which it participated. LAI believes that the Offering will
further enhance the name recognition of the Company.

Blocking Arrangements. Either by agreement with clients or for marketing
or client relations purposes, executive search firms frequently refrain from
recruiting employees of a client, and possibly other entities affiliated with
that client, for a specified period of time (a "blocking" arrangement). See
"Risk Factors -- Restrictions Imposed by Blocking Arrangements." As LAI's client
base grows, particularly in its targeted business sectors, blocking arrangements
may increasingly impede LAI's growth or its ability to attract and serve new
clients. However, LAI actively manages its blocking arrangements and seeks to
mitigate any adverse effects of blocking by strengthening its long-term
relationships with focused accounts and by resisting requests for blocking
arrangements with clients who do not engage LAI for multiple assignments.
Additionally, in recent years market conditions and industry practices have
resulted in blocking arrangements that are becoming narrower in scope and
shorter in duration.

RESEARCH AND TECHNOLOGY

LAI's knowledge-based practice requires extensive use of research and
technology. Search consultants must understand a client's industry, competitors
and business strategies and be able to readily identify the universe of
available executive candidates. LAI's 62 associates, researchers and IT
professionals support the Company's consultants by, among other things,
gathering and analyzing information obtained from numerous electronic databases,
trade journals and directories, the Internet and other sources. LAI also
maintains a proprietary relational database of more than 69,000 executive
candidates. As an integral part of the executive search process, consultants
query this database on a variety of attributes, including demographic
information, work experience, compensation and personal interview results. LAI
believes that its technological capabilities and practice group specialization
have created an expertise which enable it to deliver a superior research product
and, ultimately, higher quality search results. LAI has initiated a program to
upgrade its proprietary database and other information sources, which should
enable LAI to retrieve relevant information more efficiently.

The Company's support functions, including its research department, are
coordinated from its Tampa, Florida office. In the search process, the principal
function of LAI's research department is to support the Company's consultants by
developing and providing information on the industries and companies expected to
produce the most qualified candidates. LAI's research professionals also support
the Company's business development activities by providing target lists, data on
past LAI searches and information on companies and executives in target
industries. LAI's researchers typically have had professional research or
library training and experience prior to joining LAI, and many have
undergraduate and graduate degrees in such fields as library science. Unlike
many of its competitors, LAI researchers do not work exclusively for particular
executive search consultants. LAI believes this approach facilitates the
development of broad expertise by research personnel, promotes a consistent
culture across the firm, and standardizes communication, cooperation and
training.

PROFESSIONAL STAFF AND EMPLOYEES

At May 15, 1997, LAI had 225 full time employees, of which 63 were
executive search consultants, 62 were associates, researchers or IT
professionals and 100 were administrative and support staff. LAI has never been
a party to any collective bargaining agreement and considers relations with its
employees to be good.

LAI's search professionals are categorized either as consultants,
consisting of partners and principals, or as associates. Associates are junior
search professionals who generally do not handle search consulting assignments,
but assist partners and principals by performing research and other functions.
After several years of experience

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and satisfactory performance, an associate will be considered for promotion to
the position of principal. If a principal continues to develop and generate
revenue, the principal will be offered the opportunity to advance to the
position of partner. Promotions depend on a variety of factors, including
productivity and business development. As a matter of corporate philosophy, LAI
strives to hire as associates only those individuals it believes have the
potential to become productive consultants.

LAI's consultants have been employed by the Company for an average of
approximately five years. Over the past five years, LAI has experienced annual
turnover among its consultants of approximately 6.6%. At May 15, 1997, there
were 54 partners, 9 principals and 21 associates. Most of LAI's consultants had
experience in the executive search business prior to joining LAI, and many
previously held senior level positions with the Company's four larger
competitors. LAI's consultants have, on average, approximately 12 years of
experience in the executive search industry.

LAI has been able to attract and retain some of the most productive
executive search consultants in the industry as a result of its premium
reputation and its performance-based consultant compensation. The Company
believes the salaries, commissions, bonuses and profit sharing it pays to its
consultants are among the industry's highest as a percentage of fee revenue
generated. Cash compensation arrangements for LAI's consultants are primarily
performance-based, providing relatively low base salaries but the potential to
earn substantial bonuses based on generating fee revenue. In contemplation of
the Offering and with the approval of its existing stockholders, the Company
revised its compensation plan for consultants effective March 1, 1997, the first
day of the Company's current fiscal year, to reduce the cash component and add
equity-based incentives; however, consultant compensation continues to be
primarily cash-based. The Company's associate compensation plan, which was not
revised, provides for the payment to associates of an annual salary and a
discretionary cash bonus. The Company believes that equity ownership by its
consultants fosters a team-oriented working environment and that its status as a
public company will provide a further competitive advantage in attracting and
retaining highly qualified consultants. The Company also believes that ownership
of Common Stock and its recently adopted stock and incentive plan will align the
interests of its consultants with the purchasers of Common Stock in the
Offering. See "Risk Factors -- Dependence on Attracting and Retaining Qualified
Executive Search Consultants" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview."

COMPETITION

The executive search industry is highly competitive. It is estimated that
there are approximately 3,470 executive search firms in the United States. There
are relatively few barriers to entry and new competitors frequently enter the
market. While LAI faces competition to some degree from all firms in the
industry, the Company believes its most direct competition comes from other
retained search firms. In particular, LAI competes with the largest U.S. based
firms in the industry: Heidrick and Struggles, Inc., Korn/Ferry International,
Russell Reynolds Associates, Inc. and SpencerStuart & Associates. To a lesser
extent, LAI also faces competition from smaller boutique or specialty firms that
may compete in certain regional or functional markets and from in-house human
resource departments of clients and prospective clients. Some of LAI's
competitors possess greater resources and name recognition than LAI. Each firm
with which LAI competes is also a competitor in seeking to attract the most
effective search consultants. In the Company's experience, the executive search
business is more quality-sensitive than price-sensitive. As a result, LAI
competes on the level of service it offers, reflected by its knowledge-based
practice groups and individual client focus, and, ultimately, on the quality of
its search results.

FACILITIES

The Company leases all of its office locations. The aggregate square
footage of office space under such leases is approximately 94,000. The leases
for these offices call for future minimum lease payments of approximately $18
million and have terms which will expire between one and ten years (exclusive of
renewal options exercisable by LAI). LAI believes that its facilities are
adequate for its current needs and that it will not have difficulty leasing
additional office space to satisfy anticipated future needs.

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INSURANCE

LAI maintains insurance in such amounts and with such coverages and
deductibles as management believes are adequate. The principal risks that LAI
insures against are professional liability, workers' compensation, personal
injury, bodily injury, property damage and fidelity losses. There can be no
assurance that the Company's insurance will adequately protect it from potential
losses and liabilities. See "Risk Factors -- Employment Liability Risk."

LEGAL PROCEEDINGS

From time to time the Company has been involved in litigation incidental to
its business. LAI currently is not a party to any litigation the adverse
resolution of which, in management's opinion, would be likely to have a material
adverse effect on the Company's business, financial condition or results of
operations.

27
<PAGE> 29

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN KEY PERSONNEL

The following table sets forth certain information regarding LAI's
executive officers, the persons who will serve as Directors following completion
of the Offering, and certain key personnel.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Robert L. Pearson(1)... 58 President and Chief Executive Officer, Director
Jack P. Wissman........ 45 Executive Vice President and Chief Administrative and Financial
Officer
John F. Johnson(1)..... 55 Chairman of the Board of Directors
Joe D. Goodwin(2)...... 51 Director, Managing Partner -- Atlanta, Tampa
Roderick C. Gow(3)..... 49 Director, Managing Partner -- New York, Boston, Stamford
John S. Rothschild(3).. 44 Director, Managing Partner -- Chicago
Ray J. Groves(1)....... 61 Director
Richard W. Pogue(3).... 68 Director
John C. Pope(2)........ 48 Director
Mark P. Elliott........ 51 Managing Partner -- Cleveland
Robert L. Golding...... 42 Managing Partner -- Houston
Thomas M. Watkins III.. 48 Managing Partner -- Dallas
</TABLE>

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

(1) Term expires in fiscal 2000
(2) Term expires in fiscal 1998
(3) Term expires in fiscal 1999

Robert L. Pearson joined the Company in 1984 and has served as President
and Chief Executive Officer and a Director since 1995. Mr. Pearson served as
Executive Director with Russell Reynolds Associates, Inc. from 1982 until 1984.
He owned and was President of Pearson, Inc., an equipment manufacturing company,
from 1971 until 1982; was Vice President, Corporate Finance, of R. J. Financial
Corporation, a financial services holding company, from 1968 until 1970; and was
most recently an engagement manager with McKinsey & Company, Inc. from 1964
until 1968. Mr. Pearson holds an M.S. in Industrial Management from
Massachusetts Institute of Technology and a B.S.E.E. from Michigan State
University.

Jack P. Wissman joined the Company in 1981 and became Executive Vice
President and Chief Administrative and Financial Officer in 1997. He previously
served as Vice President and Chief Financial Officer of the Company. Mr. Wissman
has served as a Director since 1987, and his current term will expire upon
completion of the Offering. Prior to joining LAI, Mr. Wissman was a certified
public accountant with Arthur Andersen & Co. from 1974 until 1981. He holds a
B.S.B.A. in Accounting from Bowling Green State University.

John F. Johnson joined the Company in 1976 and has served as Chairman of
the Board of Directors since 1995. Mr. Johnson previously served as Executive
Vice President and President and Chief Executive Officer of LAI, as well as
Chairman of Amrop International. Mr. Johnson held various positions, including
Manager of Organization and Manpower, with General Electric Company from 1967
until 1976; and Industrial Relations Analyst with Ford Motor Company from 1964
until 1967. Mr. Johnson holds an M.B.A. from Columbia University and a B.A. in
Economics from Tufts University.

Joe D. Goodwin joined the Company in 1991, has been Managing Partner of
LAI's Atlanta and Tampa offices since 1992 and will become a Director upon
completion of the Offering. Mr. Goodwin held various positions, including
Partner and Managing Director, with SpencerStuart & Associates from 1982 until
1991. Mr. Goodwin also held various executive positions with McKinnis & Goodwin,
an executive search firm, from 1979 until 1982; with Burger King Corporation
from 1978 until 1979; and with Xerox Corporation from 1969 until 1978. Mr.
Goodwin holds a B.S. in Commerce and Business Administration from the University
of Alabama.

28
<PAGE> 30

Roderick C. Gow joined the Company and has served as Managing Partner of
LAI's New York office since 1995 and will become a Director upon completion of
the Offering. Mr. Gow also has operational responsibility for LAI's Boston and
Stamford offices. Mr. Gow held various positions, including Managing Director,
with Russell Reynolds Associates, Inc., an executive search firm, from 1983
until 1991 and then again from 1994 until 1995. Mr. Gow was Chief Executive
Officer of GKR Group, an executive search firm based in the United Kingdom, from
1991 until 1994; was Vice President with Barclays Bank Plc from 1978 until 1983;
and prior to that time served with the British Army. Mr. Gow holds an M.A. and a
B.A. from Trinity College, Cambridge University.

John S. Rothschild joined the Company and has served as Managing Partner of
LAI's Chicago office since 1996 and will become a Director upon completion of
the Offering. Mr. Rothschild held various positions, including Partner and
Director, with Heidrick and Struggles, Inc., an executive search firm, from 1989
until 1996. Mr. Rothschild held positions, including National Director, Human
Resources and Director, Human Resources Consulting Practice, with Grant Thornton
from 1981 until 1989. He served in various executive positions with American
Hospital Supply Corporation from 1978 until 1981; and with GATX Corporation from
1975 until 1978. Mr. Rothschild holds an M.S. in Industrial Relations from
Loyola University and a B.A. in Political Science from Lake Forest College.

Ray J. Groves will become a Director upon completion of the Offering. Mr.
Groves served as Chairman and Chief Executive Officer of Ernst & Young, an
international accounting and financial consulting firm, for 17 years prior to
his retirement in 1994. Mr. Groves also serves as Chairman of Legg Mason
Merchant Banking, Inc., and as a Director of Consolidated Natural Gas Company,
Electronic Data Systems Corporation, Marsh & McLennan Companies, Inc. and RJR
Nabisco, Inc.

Richard W. Pogue has served as an advisor to LAI's Board of Directors since
1995 and will become a Director upon completion of the Offering. Mr. Pogue has
served as Senior Advisor to Dix & Eaton, a public relations firm, since 1994.
Mr. Pogue held various positions with the law firm of Jones, Day, Reavis &
Pogue, from 1957 until retiring from his position as Senior Partner in 1994. Mr.
Pogue also serves as a Director of Derlan Industries Ltd., Continental Airlines,
Inc., OHM Corporation, M.A. Hanna Company, Redland PLC, Rotek Incorporated,
KeyCorp and TRW Inc. Mr. Pogue holds a bachelor's degree from Cornell University
and a law degree from the University of Michigan.

John C. Pope has served as an advisor to LAI's Board of Directors since
1995 and will become a Director upon completion of the Offering. Mr. Pope held
various positions, including President and Chief Operating Officer, of UAL
Corporation, owner of United Airlines, from 1988 until his retirement in 1994.
Prior to that time Mr. Pope spent 11 years with AMR Corporation in various
financial capacities, including Chief Financial Officer. Mr. Pope also serves as
Chairman of the Board of Directors of Motive Power Industries, Incorporated and
as a Director of Federal Mogul Corporation, Medaphis Corporation and Wallace
Computer Services, Inc. He holds a bachelor's degree from Yale University and an
M.B.A. from Harvard Business School.

CERTAIN KEY PERSONNEL

Mark P. Elliott joined the Company in 1993, has served as a Director since
1996 and recently became Managing Partner of the Company's Cleveland office. He
also was a consultant with the Company from 1988 until 1992. Mr. Elliott was a
Partner with Heidrick & Struggles, Inc., an executive search firm, from 1992
until 1993; Vice President of Executive Network Consultants, Inc. from 1985
until 1988; President of Performance Resources, Inc., a subsidiary of DDI, Inc.,
from 1983 until 1985; Vice President of Productivity Consulting for Maritz, Inc.
from 1977 until 1983; and an executive with General Electric Company from 1969
until 1977. Mr. Elliott pursued graduate studies in Industrial Psychology at the
University of Massachusetts and holds a B.S. in Business from The Ohio State
University.

Robert L. Golding joined the Company and has served as Managing Partner of
LAI's Houston office since 1995. Mr. Golding was Vice President of R. W. Hebel
Associates, an executive search firm, from 1989 until 1995. He was a Principal
Consultant with McGill Investments from 1987 until 1989; President and Chief
Executive Officer of Heritage National Bank, N.A. from 1986 until 1987; and held
various asset management, investment and lending related executive positions
with First Chicago Corporation and Texas Commerce

29
<PAGE> 31

Bancshares, Inc. (and Chemical Bank as its successor) from 1976 until 1985. Mr.
Golding holds an M.B.A. from Lake Forest School of Management and a B.S. in
Finance from the University of Illinois.

Thomas M. Watkins III joined the Company in 1987 and became Managing
Partner of LAI's Dallas office in 1996. Mr. Watkins was with Heidrick and
Struggles, Inc. from 1985 until 1987. He was Senior Vice President and Director
of Human Resources of BancTexas Dallas and BancTexas Services, Inc. from 1982
until 1985; Director, Employment and Employee Relations, of Blue Cross/Blue
Shield of Florida from 1980 until 1982; Senior Personnel Officer, Manager of
Employment Section, of First Union Corporation from 1979 until 1980; Personnel
Manager of Mallinckrodt Chemical Company from 1977 until 1979; Personnel
Representative of Texas Instruments, Inc. from 1976 until 1977; and Personnel
Manager of Gulf States Paper Corporation from 1973 until 1976. Mr. Watkins holds
a B.B.A. from the University of Kentucky.

CURRENT DIRECTORS

Messrs. Wissman and Elliott and the following individuals currently serve
on LAI's Board of Directors with terms expiring upon completion of the Offering.

Michael E. Brenner joined the Company in 1991 and has served as a Director
since 1993. Mr. Brenner held various positions, including Partner and Chief
Operating Officer, with Canny Bowen from 1986 until 1991; served as Senior Vice
President for PA International from 1983 until 1986; owned and was President of
Michael Brenner Associates, Inc., from 1973 until 1975 and from 1980 until 1983;
held various positions with Ernst & Young, including Manager and Principal, from
1975 until 1980; served as Executive Vice President with Anthony Kane, Inc. from
1972 until 1973; was an Associate Professor of Management at New York University
from 1969 until 1972; and held various positions with Bell Telephone
Laboratories from 1962 until 1969. Mr. Brenner holds a Doctorate of Engineering
from Johns Hopkins University and a B.S. in Industrial Management from
Massachusetts Institute of Technology.

Arthur J. Davidson joined the Company in 1993 and has served as a Director
since 1995. Mr. Davidson held various positions, including Senior Director and
Partner, with SpencerStuart & Associates, an executive search firm, from 1986
until 1993. He served in various capacities, including Vice President and
Director of Human Resources, with Tenneco Automotive from 1979 until 1986;
Director of Personnel for Seatrain Lines Inc. from 1977 until 1979; Director of
Human Resources at White Motor Corporation from 1972 until 1977; Corporate
Manager of Labor Relations at Midland Ross Corporation from 1970 until 1972;
Supervisor of Salaried Employment, Terex Division, General Motors Corporation
from 1966 until 1969; and Corporate Recruiter with Equitable Life Assurance
Society from 1963 until 1966. Mr. Davidson holds a B.A. in Economics from Ohio
Wesleyan University.

David W. Gallagher joined the Company in 1993 and has served as a Director
since 1995. Mr. Gallagher was a Managing Director of GKR Americas from 1990
until 1993; Vice President, National Chains, with Coca-Cola U.S.A. from 1986
until 1990; an executive with Pepsi-Cola Company from 1975 until 1986;
Merchandising Manager with Glenbrook Laboratories from 1973 until 1975; and an
Account Executive with Westvaco Corporation from 1970 until 1973. Mr. Gallagher
served in the U.S. Army from 1967 until 1970. He holds a B.S. in Business
Administration from the University of Charleston.

Harold E. Johnson joined the Company in 1996 and became a Director in 1997.
Mr. Johnson was a Managing Director with Norman Broadbent International, an
executive search firm, from 1992 until 1996; a Senior Officer with Korn/Ferry
International, an executive search firm, from 1988 until 1992; and Senior Vice
President, Human Resources and Corporate Administration with The Travelers
Companies from 1985 until 1988. Prior to 1985 Mr. Johnson held various executive
positions with American Can Company, Kennecott Copper Corporation, INA
Corporation (now CIGNA) and Federated Department Stores. Mr. Johnson holds a
B.S. in Business Administration from the University of Nebraska.

30
<PAGE> 32

BOARD OF DIRECTORS

Upon completion of the Offering, LAI will have eight Directors and will
seek to appoint a ninth Director. LAI's Board of Directors is divided into three
classes serving staggered terms of three years each, with one-third of LAI's
Board of Directors being elected each year.

COMMITTEES OF THE BOARD OF DIRECTORS

LAI's Board of Directors has established the following standing committees
effective upon completion of the Offering:

Audit Committee. The Audit Committee is responsible for reviewing with
management the financial controls, accounting and audit and reporting activities
of the Company. The Audit Committee reviews the qualifications of the Company's
independent auditors, makes recommendations to the Board of Directors regarding
the selection and engagement of independent auditors, reviews the scope, fees
and results of any audit, reviews non-audit services provided by and related
fees of the independent auditors, and reviews LAI's general policies and
procedures with respect to audits and accounting and financial controls. The
Audit Committee will consist of at least two Directors who are not employees of
LAI ("Non-Employee Directors"). Upon completion of the Offering, the members of
the Audit Committee will be Messrs. Groves, Pogue and Pope.

Compensation Committee. The Compensation Committee is responsible for
establishing compensation policies and administering all salary, bonus and
incentive compensation plans for LAI's officers and key employees. The
Compensation Committee also administers LAI's Omnibus Plan. The Compensation
Committee will consist of at least two Non-Employee Directors. Upon completion
of the Offering, the members of the Compensation Committee will be Messrs.
Groves, Pogue and Pope.

Nominating and Corporate Governance Committee. This Committee is
responsible for, among other things, recommending to the Board of Directors
management's nominees for election to the Board of Directors. It is presently
intended that this Committee always include at least two Directors who also are
employees of LAI. Upon completion of the Offering, the members of the Nominating
and Corporate Governance Committee will be Messrs. John F. Johnson, Pearson,
Pogue and Pope.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors has established a Compensation Committee effective
upon completion of the Offering. The Board of Directors has not previously had a
Compensation Committee and the functions of the Compensation Committee
historically have been performed by the Board of Directors. See "-- Committees
of the Board of Directors -- Compensation Committee."

DIRECTOR COMPENSATION

Non-Employee Directors will receive $1,000 for each meeting of the Board of
Directors attended and $1,000 for each meeting of a committee of the Board of
Directors attended. Non-Employee Directors who serve as Chairman of a committee
of the Board of Directors will receive an additional $500 for each meeting
chaired. In addition, Non-Employee Directors will receive an annual retainer fee
of $12,000, to be paid quarterly. Non-Employee Directors will have the option to
make an annual election to receive the retainer and meeting fees in stock
appreciation rights in accordance with LAI's Directors' Deferral Plan (the
"Directors' Deferral Plan"), instead of cash. Directors who opt for the stock
appreciation right alternative will receive a 25% premium in stock appreciation
rights versus the cash option. In addition, Non-Employee Directors will receive
stock options to purchase 5,000 shares of Common Stock annually pursuant to
LAI's Non-Employee Directors' Stock Plan (the "Directors' Stock Plan").
Immediately after completion of the Offering, Messrs. Groves, Pogue and Pope
will become members of the Board of Directors and will be granted stock options
to acquire an aggregate of 15,000 shares of Common Stock under the Director's
Stock Plan at an exercise price equal to the initial public offering price.
Directors are also reimbursed for reasonable travel expenses to and from
meetings of the Board and committees. Directors who are employees or officers of
the Company will not receive compensation for serving as Directors.

31
<PAGE> 33

An aggregate of 80,000 shares of Common Stock are reserved for issuance
under the Directors' Stock Plan. The exercise price of each option will be equal
to the market price of Common Stock on the date of the annual meeting on which
the option is granted. Options will vest fully on the first anniversary of the
date of grant and will expire after five years.

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning compensation
earned by the Company's two executive officers for services rendered to LAI
during fiscal 1997. There were no stock options granted, exercised or
outstanding at any time during fiscal 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS(1) COMPENSATION COMPENSATION(2)
- --------------------------- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C>
Robert L. Pearson,........................ $250,000 $902,238 $8,465 $22,500
President and Chief Executive Officer
Jack P. Wissman,.......................... 130,000 279,102 4,419 22,500
Executive Vice President and
Chief Administrative and Financial
Officer
</TABLE>

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

(1) Consists of performance-based bonuses based upon individual achievement and
LAI's financial performance for fiscal 1997.
(2) Consists of contributions made by LAI to its Profit Sharing Plan. See
"-- Incentive and Benefit Plans."

INCENTIVE AND BENEFIT PLANS

1997 Omnibus Stock and Incentive Plan. LAI has adopted the 1997 Omnibus
Stock and Incentive Plan (the "Omnibus Plan") that will become effective upon
the completion of the Offering. Under the Omnibus Plan, incentive stock options,
nonqualified stock options, stock appreciation rights, performance units,
performance shares, restricted stock, restricted stock units and stock not
subject to restrictions may be granted to employees of LAI. The exercise price
of stock options granted will be determined by the Committee administering the
Omnibus Plan, which price may be less than the fair market value of the shares
of Common Stock on the dates the stock options are granted. Generally, incentive
stock options, nonqualified stock options, restricted stock and restricted stock
units will vest each year beginning on the first anniversary of the date of
grant at 25% per year and will expire after 10 years. The Committee may
condition awards upon satisfaction of performance targets. An aggregate of
950,000 shares of Common Stock are reserved for issuance under the Omnibus Plan.
The Compensation Committee will administer the Omnibus Plan and make the
determination as to the grant of awards thereunder.

Immediately after completion of the Offering, the Board of Directors
intends to grant under the Omnibus Plan stock options to acquire 415,500 shares
of Common Stock at an exercise price equal to the initial public offering price
per share and 67,500 shares of Common Stock at an exercise price equal to $7.50
per share (assuming an $11.00 initial public offering price). The stock options
with an exercise price below the initial public offering price will be granted
to certain consultants recently hired as or promoted to partners who, if the
Offering had not then been under contemplation, would have received shares of
Common Stock at the time they were hired or promoted. The Board of Directors
intends to grant such options at a lower exercise price in recognition of the
delayed grants resulting from the Offering.

Profit Sharing Plan. LAI maintains a profit sharing plan (the "Profit
Sharing Plan"), a defined contribution plan established pursuant to and under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Each year, the Board of Directors determines the amount that LAI will contribute
to the Profit Sharing Plan for that plan year; contributions by participants
(other than amounts transferred by participants from other retirement plans) are
not permitted. Contributions are allocated to participants' accounts in
proportion to the

32
<PAGE> 34

participants' total compensation, subject to limitations thereon imposed by the
Code. Participants may elect among several investment vehicles selected by the
plan administrator as to how their accounts under the Profit Sharing Plan will
be invested. Participants vest in their accounts at the rate of 25% per year
after completion of one year of service. In connection with the Offering and
from time to time thereafter, participants will be entitled to direct the
trustees of the Profit Sharing Plan to invest a portion of their Profit Sharing
Plan account balances in Common Stock. See "Underwriting."

Deferred Compensation Plan. LAI maintains a deferred compensation plan
(the "Deferred Compensation Plan") for its executive employees. The Board of
Directors or a Committee appointed by the Board is authorized to determine who
shall be eligible to participate in the Deferred Compensation Plan, although
historically all consultants have been eligible to participate. Each year,
eligible participants may elect to defer under the Deferred Compensation Plan a
specified amount or percentage of their compensation for payment at a specified
future date or upon termination of employment with or retirement from LAI, as
directed by each participant. The Company pays interest on amounts deferred
under the Deferred Compensation Plan at a rate, currently 9% per annum,
established each year by the Board of Directors in its discretion. Participants
are fully vested in their accounts. LAI does not match employee contributions to
the Deferred Compensation Plan. See Note 7 to the Financial Statements.

1997 Employee Stock Purchase Plan. The Company has adopted its 1997
Employee Stock Purchase Plan (the "ESPP") that will become effective upon the
completion of the Offering. Under the ESPP, which is intended to qualify under
the provisions of Section 423 of the Code, eligible employees will be given the
right to purchase shares of Common Stock two times a year. The per share
purchase price under the ESPP will be 85% of the market price of the Common
Stock immediately prior to the first day of each exercise period or, during the
first exercise period, 85% of the lesser of the initial public offering price or
the market price at the close of the exercise period. During each exercise
period, an eligible employee will be entitled to purchase up to that number of
shares of Common Stock the aggregate purchase price of which under the ESPP does
not exceed 3% of the employee's annual compensation. An aggregate of 200,000
shares of Common Stock have been reserved for issuance under the ESPP. Shares
issued under the ESPP may be newly issued shares or shares purchased by the
Company in the open market.

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<PAGE> 35

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information concerning the
beneficial ownership of the Common Stock as of the date of this Prospectus and
as adjusted to reflect the sale of shares offered hereby by (i) each person
known by LAI to own beneficially more than 5% of the outstanding Common Stock,
(ii) each person who will be a Director of LAI upon completion of the Offering,
(iii) each named executive officer and (iv) all officers and such persons who
will become Directors as a group. Each person named below has an address in care
of LAI's headquarters in New York, NY.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)(2)
----------------------------------
PERCENTAGE
------------------------
PRIOR TO THE AFTER THE
NAME SHARES OFFERING OFFERING
- ---- ------- ------------ ---------
<S> <C> <C> <C>
Robert L. Pearson(3)....................................... 200,000 6.6% 4.0%
Jack P. Wissman(3)......................................... 115,000 3.8 2.3
John F. Johnson(3)......................................... 200,000 6.6 4.0
Joe D. Goodwin(3).......................................... 120,000 4.0 2.4
Roderick C. Gow(3)......................................... 100,000 3.3 2.0
John S. Rothschild......................................... 100,000 3.3 2.0
Ray J. Groves(4)........................................... -- -- --
Richard W. Pogue(4)........................................ -- -- --
John C. Pope(4)............................................ -- -- --
David W. Palmlund III(3)................................... 180,000 6.0 3.6
All executive officers and persons to be Directors as a
group (9 persons)........................................ 835,000 27.6 16.7
</TABLE>

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

(1) Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which a
person has or shares sole voting power and/or investment power. Except as
otherwise indicated, all shares are held of record with sole voting and
investment power.
(2) Excludes shares that may be purchased in the Offering. See "Underwriting."
(3) Excludes 15,000, 5,000, 15,000, 10,000, 10,000 and 5,000 shares of Common
Stock issuable to Messrs. Pearson, Wissman, Johnson, Goodwin, Gow and
Palmlund, respectively, on the exercise of stock options, which will be
granted immediately after completion of the Offering under the Omnibus Plan,
at an exercise price equal to the initial public offering price.

(4) Excludes 5,000 shares of Common Stock issuable to each of Messrs. Groves,
Pogue and Pope on the exercise of stock options which will be granted
immediately after completion of the Offering under the Directors' Stock
Plan, at an exercise price equal to the initial public offering price.

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<PAGE> 36

CERTAIN TRANSACTIONS

The Company issues and sells Common Stock from time to time to newly hired
or promoted partners, who sign subscription agreements evidencing the
consideration therefor. Consideration for such shares must be paid to the
Company within one year and may be paid with the proceeds of installment loans
partners may obtain under a bank credit facility maintained by the Company (the
"Facility"). Each loan under the Facility is secured by a pledge of a portion of
the Common Stock purchased and is guaranteed by the Company. Arthur J. Davidson,
Roderick C. Gow, Joe D. Goodwin and Harold E. Johnson have obtained loans under
the Facility in aggregate principal amounts of approximately $90,000, $146,000,
$148,000 and $76,000, respectively. As of February 28, 1997, amounts outstanding
under such loans were approximately $75,000, $125,000, $80,000 and $67,000,
respectively. Messrs. Davidson and Johnson are current Directors whose terms
will expire upon completion of the Offering and Messrs. Gow and Goodwin will
become Directors upon completion of the Offering. The Company expects to obtain
a release of its guarantee under the Facility effective upon completion of the
Offering.

During fiscal 1997, the Company issued and sold 100,000 and 50,000 shares
of Common Stock to John S. Rothschild and Harold E. Johnson, respectively, for
aggregate consideration of approximately $154,000 and $76,000, respectively. Mr.
Rothschild will become a Director upon completion of the Offering. Mr. Johnson
executed a subscription agreement for his shares and in fiscal 1997 paid the
amount due thereunder with the proceeds of a loan he obtained under the
Facility.

See "Description of Capital Stock -- Indemnification and Limitation of
Liability for Directors and Officers" for information regarding indemnification
agreements which LAI intends to enter into with its directors and certain
officers.

DESCRIPTION OF CAPITAL STOCK

GENERAL

LAI reincorporated from Delaware to Florida on June 3, 1997 and, upon
completion of the Offering, intends to amend and restate its Articles of
Incorporation and Bylaws. References in this Prospectus to LAI's Articles of
Incorporation or Bylaws are references to such documents as they will be amended
and restated in connection with the Offering. LAI has authority under its
Articles of Incorporation to issue up to 35,000,000 shares of Common Stock and
up to 3,000,000 shares of Preferred Stock (the "Preferred Stock").

COMMON STOCK

Subject to any preferential rights of any Preferred Stock created by the
Board of Directors, each outstanding share of Common Stock is entitled to such
dividends, if any, as may be declared from time to time by the Board. See
"Dividend Policy." Each outstanding share is entitled to one vote on all matters
submitted to a vote of stockholders. Holders of Common Stock do not have any
preemptive right to subscribe to any securities of LAI of any kind or class. In
the event of liquidation, dissolution or winding up of LAI, holders of Common
Stock are entitled to receive on a pro rata basis any assets remaining after
provision for payment of creditors and after payment of any liquidation
preferences to holders of Preferred Stock.

PREFERRED STOCK

Preferred Stock is available for issuance from time to time in one or more
series at the discretion of the Board of Directors without stockholder approval.
The Board of Directors has the authority to prescribe for each series of
Preferred Stock it establishes the number of shares, the voting rights (if any)
to which such shares are entitled, and the designations, powers, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions of such shares. Depending upon the rights of such
Preferred Stock, the issuance of Preferred Stock could have an adverse effect on
holders of Common Stock by delaying or preventing a change in control of LAI,
making removal of the present management of LAI more difficult or resulting in
restrictions upon the payment of dividends and other distributions to the
holders of Common Stock.

FLORIDA BUSINESS CORPORATION ACT

The Company will be subject to several anti-takeover provisions under
Florida law that apply to a public corporation organized under Florida law
unless the corporation has elected to opt out of such provisions in its Articles
of Incorporation or (depending on the provision in question) its Bylaws. LAI has
not elected to opt out of these provisions. The Florida Business Corporation Act
(the "Florida Act") contains a provision that prohibits

35
<PAGE> 37

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 acquiring party) approve the granting of
voting rights as to the shares acquired in the control share acquisition. A
"control share acquisition" means an acquisition that immediately thereafter
entitles the acquiring party 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 such voting power, (ii) one third or more but less than a majority of
such voting power and (iii) more than a majority of such 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 stockholder" unless (i) the transaction is approved by a majority of
disinterested directors before the person becomes an interested stockholder,
(ii) the interested stockholder has owned at least 80% of the corporation's
outstanding voting shares for at least five years, or (iii) the interested
stockholder is the beneficial owner of at least 90% of the corporation's
outstanding voting shares, exclusive of those shares acquired by the interested
stockholder directly from the corporation in a transaction approved by a
majority of the disinterested directors. An interested stockholder is defined as
a person who together with affiliates and associates beneficially owns more than
10% of the corporation's outstanding voting shares.

PROVISIONS OF ARTICLES OF INCORPORATION AND BYLAWS AFFECTING CHANGES IN CONTROL

Certain provisions of the Company's Articles of Incorporation and Bylaws
may delay or make more difficult unsolicited acquisitions or changes of control
of LAI. Such provisions may enable LAI to develop its business in a manner that
will foster its long-term growth without disruption caused by the threat of a
takeover not deemed by its Board of Directors to be in the best interests of LAI
and its stockholders. Such provisions could have the effect of discouraging
third parties from making proposals involving an unsolicited acquisition or
change of control of LAI, although such proposals, if made, might be considered
desirable by a majority of LAI's stockholders. Such provisions may also have the
effect of making it more difficult for third parties to cause the replacement of
the current Board of Directors of LAI. These provisions include (i) the
availability of capital stock for issuance from time to time at the discretion
of the Board of Directors, (ii) a classified Board of Directors, (iii)
prohibition against stockholders acting by written consent in lieu of a meeting,
(iv) limitations on calling meetings of stockholders, (v) requirements for
advance notice for raising business or making nominations at stockholders'
meetings and (vi) the ability of the Board of Directors to increase the size of
the Board of Directors and to appoint directors to newly created directorships.
These provisions are present in the Articles of Incorporation or Bylaws of LAI.

INDEMNIFICATION AND LIMITATION OF LIABILITY FOR DIRECTORS AND OFFICERS

The LAI Bylaws provide that LAI shall have the power, but generally not the
obligation, to indemnify directors and officers to the fullest extent permitted
by the laws of the State of Florida. LAI intends to enter into indemnification
agreements with all of its executive officers and directors creating certain
indemnification obligations on LAI's part in favor of the directors and
executive officers. These indemnification agreements clarify and expand the
circumstances under which a director or executive officer will be indemnified.

The indemnification rights conferred by the Bylaws and indemnification
agreements are not exclusive of any other right, under the Florida Act or
otherwise, to which a person seeking indemnification may otherwise be entitled.
LAI also intends to provide liability insurance for the directors and officers
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers.

The effect of such indemnification arrangements may be to exempt or limit
the liability of such executive officers and directors to LAI or its
stockholders for monetary damages for breach of fiduciary duty to LAI, except to
the extent such exemption or limitation is not permitted under the Florida Act
as the same exists or may hereafter be amended.

TRANSFER AGENT

The transfer agent and registrar of the Company's Common Stock is
ChaseMellon Shareholder Services, L.L.C.

36
<PAGE> 38

SHARES ELIGIBLE FOR FUTURE SALE

A substantial number of shares of Common Stock already outstanding, or
issuable on exercise of options under the Omnibus Plan and the Directors' Stock
Plan, are or will be eligible for future sale in the public market at prescribed
times pursuant to Rule 144 or Rule 701 under the Securities Act.

Upon completion of the Offering, LAI will have 5,025,000 shares of Common
Stock outstanding and will have granted options to purchase another 498,000
shares of Common Stock. Of these shares, the 2,000,000 shares of Common Stock
sold in the Offering (2,300,000 shares if the Underwriters' over-allotment
option is exercised in full) will be freely tradeable by persons other than
"affiliates" of LAI, without restriction under the Securities Act. The remaining
3,025,000 shares of Common Stock will be "restricted" securities within the
meaning of Rule 144 under the Securities Act and may not be sold in the absence
of registration under the Securities Act unless an exemption from registration
is available, including the exemptions contained in Rule 144. Of this amount,
commencing 90 days after the date of this Prospectus, 3,000,000 shares will be
eligible for public sale pursuant to Rule 144, of which 1,655,000 shares will be
eligible for sale without regard to the volume restrictions discussed below. All
current stockholders of LAI, however, have agreed not to sell, contract to sell
or otherwise dispose of any shares of Common Stock currently owned by them for a
period of two years after the date of this Prospectus without the prior written
consent of Robert W. Baird & Co. Incorporated.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned his or her shares of
Common Stock for at least one year (including the prior holding period of any
prior owner other than an affiliate of LAI) is entitled to sell within any
three-month period that number of shares which does not exceed the greater of 1%
of the outstanding shares of Common Stock or the average weekly trading volume
during the four calendar weeks preceding each such sale. Sales under Rule 144
also are subject to certain manner of sale provisions, notice requirements and
the availability of current public information about LAI. A person (or persons
whose shares are aggregated) who is not or has not been deemed an affiliate of
LAI for at least three months and who has beneficially owned shares for at least
two years (including the holding period of any prior owner other than an
affiliate) would be entitled to sell such shares under Rule 144 without regard
to the limitations discussed above. Rule 144 defines "affiliate" of a company as
a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such company.
Affiliates of a company generally include its directors, executive officers and
principal stockholders.

Sales of such shares in the public market, or the perception that such
sales may occur, could adversely affect the market price of the Common Stock or
impair LAI's ability to raise additional capital in the future through the sale
of equity securities.

37
<PAGE> 39

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, LAI has agreed to sell to each of the Underwriters named below, and
each of the Underwriters for whom Robert W. Baird & Co. Incorporated and William
Blair & Company, L.L.C. are acting as representatives has severally agreed to
purchase from LAI, the respective number of shares of Common Stock set forth
opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
- ------------ ---------
<S> <C>
Robert W. Baird & Co. Incorporated..........................
William Blair & Company, L.L.C..............................

---------
Total............................................. 2,000,000
=========
</TABLE>

In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all 2,000,000 shares of
Common Stock offered hereby, other than those shares of Common Stock covered by
the over-allotment option granted to the Underwriters, if any such Common Stock
are purchased.

LAI has been advised that the Underwriters propose to offer Common Stock to
the public at the public offering price set forth on the cover page of this
Prospectus and to certain dealers at such price, less a concession not in excess
of $ per share. The Underwriters may allow and dealers may re-allow a
concession not in excess of $ per share to other dealers. After the shares of
Common Stock are released for sale to the public, the offering price and other
selling terms may be changed by the Underwriters.

All of LAI's current stockholders have agreed not to sell, contract to sell
or otherwise dispose of any shares of Common Stock currently owned by them for a
period of two years after the date of this Prospectus without the prior written
consent of Robert W. Baird & Co. Incorporated. See "Shares Eligible for Future
Sale." Additionally, the Company has agreed, for a period of 180 days after the
date of this Prospectus, not to sell, contract to sell or otherwise dispose of
any shares of Common Stock without the prior written consent of Robert W. Baird
& Co. Incorporated, other than shares of Common Stock issued in the Offering,
under the ESPP, or upon exercise of stock options granted pursuant to the
Omnibus Plan or the Directors' Stock Plan. See "Management -- Incentive and
Benefit Plans."

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price for the Common Stock will be determined
by negotiation among LAI and the Underwriters. The factors considered in
determining the initial public offering price include the history of and
prospects for the business in which LAI operates, past and present revenue and
earnings of LAI and the trends of and prospects for such earnings, the general
condition of the securities markets at the time of the Offering and the demand
for similar securities of reasonably comparable companies, and an assessment of
LAI's management and the consideration of the above factors in relation to
market valuation of companies in related businesses. There can be no assurance,
however, that the prices at which the Common Stock will sell in the public
market after the Offering will not be lower than the initial public offering
price.

The Underwriting Agreement provides that each of LAI and the Underwriters
will indemnify the other against certain liabilities under the Securities Act or
contribute to payments the other may be required to make in respect thereof.

Application has been made for approval for quotation and trading of the
Common Stock on the Nasdaq National Market under the symbol "LAIX".

38
<PAGE> 40

LAI has granted to the Underwriters an option, exercisable within 30 days
after the date of the Offering, to purchase up to an additional 300,000 shares
of Common Stock to cover over-allotments, at the same price per share to be paid
by the Underwriters for the other shares offered hereby. If the Underwriters
purchase any such additional shares pursuant to this option, each of the
Underwriters will be committed to purchase such additional shares in
approximately the same proportion as set forth in the above table. The
Underwriters may purchase such shares only to cover over-allotments, if any, in
connection with the Offering.

In connection with the Offering, the Underwriters may purchase and sell the
Common Stock in the open market, which transactions may include over-allotment
and stabilizing transactions and purchases to cover syndicate short positions
created by the Underwriters in connection with the Offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Common Stock, and syndicate
short positions involve the sale by the Underwriters of a greater number of
shares of Common Stock than they are required to purchase from the Company in
the Offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the securities sold in the Offering for their account may be reclaimed by the
syndicate if such securities are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the Common Stock, which may be higher than the price
that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
on the Nasdaq National Market, in the over-the-counter market or otherwise.

At the request of the Company, the Underwriters have reserved up to 200,000
shares of the Common Stock offered hereby for sale at the initial public
offering price to the trustees of the Company's Profit Sharing Plan pursuant to
the directions and for the accounts of participants in the Profit Sharing Plan
("Participants"). The Profit Sharing Plan was recently amended in contemplation
of the Offering to enable Participants to direct the investment of up to 10% of
their account balances in Common Stock. Prior to the Offering, such investment
would not have been permitted. Participants will be given a copy of this
Prospectus and a supplement explaining the procedures for directing the Profit
Sharing Plan trustees to invest a portion of their account balances in the
Common Stock and describing certain other matters regarding the Profit Sharing
Plan. To participate in the Offering, Participants will be required to advise
the trustees of the Profit Sharing Plan of the amount of their account balances
that they wish to be used to purchase Common Stock and which current investments
should be liquidated to fund such purchase. The Underwriters also have reserved
up to 100,000 shares for sale at the initial public offering price to certain
consultants, employees, clients and other persons associated with LAI. The
number of shares of Common Stock available for sale to the general public will
be reduced to the extent the trustee of the Profit Sharing Plan or any of such
persons purchase such reserved shares. Any reserved shares not so purchased will
be offered by the Underwriters to the general public on the same basis as the
other shares of Common Stock offered hereby.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for LAI by Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association, Tampa, Florida. Certain legal matters in connection
with the Offering will be passed upon for the Underwriters by Neal, Gerber &
Eisenberg, Chicago, Illinois.

EXPERTS

The Financial Statements and Notes thereto included in this Prospectus and
the Registration Statement have been audited by Arthur Andersen LLP, independent
auditors, as stated in their report appearing herein, and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

39
<PAGE> 41

ADDITIONAL INFORMATION

LAI has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each such instance reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. As a result of the Offering, LAI will become subject to the
informational requirements of the Exchange Act, and in accordance therewith will
file reports, proxy statements and other information with the Commission. The
Registration Statement, as well as all periodic reports and other information
filed by LAI pursuant to the Exchange Act, may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street NW,
Washington, D.C. 20549, and at the regional offices of the Commission located at
7 World Trade Center, 7th Floor, New York, New York 10048 and Citicorp Center,
500 Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the World Wide Web site that the Commission
maintains at http://www.sec.gov and from the Public Reference Section of the
Commission, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates.

40
<PAGE> 42

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Certified Public Accountants.......... F-2
Financial Statements
Balance Sheets............................................ F-3
Statements of Operations.................................. F-4
Statements of Stockholders' Equity........................ F-5
Statements of Cash Flows.................................. F-6
Notes to Financial Statements............................. F-7
</TABLE>

F-1
<PAGE> 43

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of
Lamalie Associates, Inc.:

We have audited the accompanying balance sheets of Lamalie Associates, Inc.
(a Florida corporation) as of February 29, 1996 and February 28, 1997, and the
related statements of operations, stockholders' equity and cash flows for each
of the three years in the period ended February 28, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Lamalie Associates, Inc. as
of February 29, 1996 and February 28, 1997, and the results of its operations
and its cash flows for each of the three years in the period ended February 28,
1997, in conformity with generally accepted accounting principles.

Tampa, Florida

April 11, 1997

(except with respect to the matters discussed in

Note 9, as to which the date is June 3, 1997)

F-2
<PAGE> 44

LAMALIE ASSOCIATES, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
FEBRUARY 29, FEBRUARY 28,
1996 1997
------------ ------------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents.............................. $ 2,529,000 $ 1,662,310
Accounts receivable, less allowance of $625,000 and
$890,000 for doubtful accounts, respectively......... 9,878,334 14,392,406
Prepaid expenses....................................... 321,623 653,152
Employee receivables................................... 59,962 49,872
Income taxes receivable................................ -- 57,964
Other current assets................................... -- 175,000
----------- -----------
Total current assets................................. 12,788,919 16,990,704
----------- -----------
Property and equipment, net............................... 3,126,559 4,184,295
Deferred tax assets....................................... 1,038,906 1,957,963
Other assets.............................................. 1,345,196 2,428,243
----------- -----------
Total assets.............................................. $18,299,580 $25,561,205
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable....................................... $ 2,048,263 $ 1,914,078
Accrued compensation................................... 9,878,760 13,254,785
Income taxes payable................................... 1,088,079 --
Deferred tax liabilities............................... -- 643,278
Current maturities of long-term debt................... 63,186 386,801
Other current liabilities.............................. 195,808 175,148
----------- -----------
Total current liabilities............................ 13,274,096 16,374,090
----------- -----------
Accrued rent.............................................. 506,845 1,038,009
Long-term debt, less current maturities................... -- 1,649,828
Deferred compensation..................................... 2,009,628 3,871,939
----------- -----------
Commitments and contingencies.............................
Stockholders' equity:
Preferred stock, $0.01 par value; 3,000,000 shares
authorized; no shares issued and outstanding......... -- --
Common stock, $0.01 par value; 35,000,000 shares
authorized; 2,790,000 and 3,075,000 shares issued and
outstanding, respectively............................ 27,900 30,750
Additional paid-in capital............................. 3,651,086 4,086,832
Subscriptions receivable............................... (399,109) (152,331)
Accumulated deficit.................................... (770,866) (1,337,912)
----------- -----------
Total stockholders' equity........................... 2,509,011 2,627,339
----------- -----------
Total liabilities and stockholders' equity................ $18,299,580 $25,561,205
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-3
<PAGE> 45

LAMALIE ASSOCIATES, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Fee revenue, net.................................. $28,261,892 $35,088,207 $46,437,009
Operating expenses:
Compensation and benefits....................... 23,991,044 30,693,159 39,928,392
General and administrative expenses............. 2,332,570 4,467,430 6,684,502
----------- ----------- -----------
Total operating expenses..................... 26,323,614 35,160,589 46,612,894
----------- ----------- -----------
Operating income (loss)........................... 1,938,278 (72,382) (175,885)
----------- ----------- -----------
Interest income................................... 121,834 116,539 124,708
Interest expense.................................. (127,710) (156,649) (500,519)
----------- ----------- -----------
Net interest income (expense)................ (5,876) (40,110) (375,811)
----------- ----------- -----------
Income (loss) before provision for income taxes... 1,932,402 (112,492) (551,696)
Provision for income taxes........................ 671,000 89,925 15,350
----------- ----------- -----------
Net income (loss)................................. $ 1,261,402 $ (202,417) $ (567,046)
=========== =========== ===========
Net income (loss) per share....................... $ 0.51 $ (0.07) $ (0.18)
=========== =========== ===========
Weighted average shares outstanding............... 2,497,000 2,921,000 3,199,000
=========== =========== ===========
Pro forma income data (unaudited):
Pro forma provision for income taxes............ 140,000
-----------
Pro forma net income (loss)..................... $ 1,121,402
===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 46

LAMALIE ASSOCIATES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
-------------------- PAID-IN SUBSCRIPTIONS ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL RECEIVABLE DEFICIT EQUITY
---------- ------- ---------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AS OF FEBRUARY 28,
1994........................ 1,906,000 $19,060 $2,330,057 $ (28,026) $ (200,012) $ 2,121,079
Issuance of common stock...... 372,000 3,720 505,869 (506,096) -- 3,493
Reduction of subscriptions
receivable from
stockholders................ -- -- -- 461,856 -- 461,856
Distributions to
stockholders................ -- -- -- -- (1,523,100) (1,523,100)
Contribution of undistributed
S corporation earnings to
additional paid-in
capital..................... -- -- 106,739 -- (106,739) --
Net income.................... -- -- -- -- 1,261,402 1,261,402
---------- ------- ---------- ---------- ----------- -----------
BALANCE AS OF FEBRUARY 28,
1995........................ 2,278,000 22,780 2,942,665 (72,266) (568,449) 2,324,730
Redemption of common stock.... (100,000) (1,000) (135,977) -- -- (136,977)
Issuance of common stock...... 612,000 6,120 844,398 (850,518) -- --
Reduction of subscriptions
receivable from
stockholders................ -- -- -- 523,675 -- 523,675
Net loss...................... -- -- -- -- (202,417) (202,417)
---------- ------- ---------- ---------- ----------- -----------
BALANCE AS OF FEBRUARY 29,
1996........................ 2,790,000 27,900 3,651,086 (399,109) (770,866) 2,509,011
Redemption of common stock.... (345,000) (3,450) (508,181) -- -- (511,631)
Issuance of common stock...... 630,000 6,300 943,927 (950,227) -- --
Reduction of subscriptions
receivable from
stockholders................ -- -- -- 1,197,005 -- 1,197,005
Net loss...................... -- -- -- -- (567,046) (567,046)
---------- ------- ---------- ---------- ----------- -----------
BALANCE AS OF FEBRUARY 28,
1997........................ 3,075,000 $30,750 $4,086,832 $ (152,331) $(1,337,912) $ 2,627,339
========== ======= ========== ========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE> 47

LAMALIE ASSOCIATES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................... $ 1,261,402 $ (202,417) $ (567,046)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization................ 272,547 449,102 767,620
Deferred income taxes........................ (357,053) (737,853) (275,779)
Changes in assets and liabilities:
Accounts receivable, net................... (704,750) (3,735,588) (4,514,072)
Prepaid expenses........................... (756) (218,486) (331,529)
Employee receivables....................... 19,207 (59,962) 10,090
Income taxes receivable.................... -- -- (57,964)
Other current assets....................... -- -- (175,000)
Other assets............................... (40,577) (34,755) (35,567)
Accounts payable........................... 198,067 1,559,735 (134,185)
Accrued compensation....................... 1,028,249 2,361,419 3,376,025
Income taxes payable....................... 601,623 465,394 (1,088,079)
Other current liabilities.................. (86,953) 282,761 (20,660)
Accrued rent............................... 27,664 122,432 531,164
Deferred compensation...................... 695,551 1,314,077 1,862,311
----------- ----------- -----------
Net cash provided by (used in) operating
activities............................ 2,914,221 1,565,859 (652,671)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in whole life insurance.............. (428,728) (778,321) (1,047,480)
Purchases of property and equipment............. (555,287) (2,483,334) (1,825,356)
----------- ----------- -----------
Net cash used in investing activities... (984,015) (3,261,655) (2,872,836)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit................. 1,000,000 -- 2,000,000
Repayment of line of credit..................... (1,000,000) -- (2,000,000)
Borrowings under term loan...................... -- -- 1,994,772
Payments on term loan........................... -- -- (262,156)
Redemption of certificate of deposit............ -- 109,630 --
Distributions to stockholders................... (1,809,000) -- --
Proceeds from issuance of common stock.......... 465,349 523,675 1,197,005
Payments to redeem common stock................. (120,844) (217,193) (270,804)
----------- ----------- -----------
Net cash provided by (used in) financing
activities............................ (1,464,495) 416,112 2,658,817
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents........................... 465,711 (1,279,684) (866,690)
Cash and cash equivalents at beginning of
period.......................................... 3,342,973 3,808,684 2,529,000
----------- ----------- -----------
Cash and cash equivalents at end of period........ $ 3,808,684 $ 2,529,000 $ 1,662,310
=========== =========== ===========
Supplemental disclosures of cash flow
information --
Cash paid for interest.......................... $ 17,375 $ 7,961 $ 204,269
Cash paid for income taxes...................... 405,064 362,384 1,437,172
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE> 48

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1997

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Lamalie Associates, Inc. (the "Company") provides executive search services
to clients on a retained basis. The Company provides its clients with global
search fulfillment capabilities as a member of Amrop International, an alliance
of independently owned executive search firms with offices located around the
world. Operations are concentrated in the United States, with global assignments
conducted in conjunction with Amrop International.

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. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly-liquid investment instruments with
original maturities of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Office furniture and equipment are stated at cost less accumulated
depreciation. Effective March 1, 1996, the Company adopted the straight-line
method of depreciation for all newly acquired assets. All assets acquired prior
to March 1, 1996 are depreciated using an accelerated method. The effect of the
change in depreciation methods on newly acquired assets is not material to the
Company's financial statements. Depreciation is provided over the assets
estimated useful lives of 7 years for office furniture and equipment and 5 years
for software. Leasehold improvements are stated at cost less accumulated
amortization using the straight-line method over the related lease terms which
range from 2 to 7 years. Repair and maintenance costs which do not extend the
useful lives of the assets are expensed as incurred.

REVENUE RECOGNITION

The Company derives substantially all of its revenues from fees for
professional services, which are recognized as fee revenue as clients are
billed, generally over a 60 to 90 day period commencing with the initial
acceptance of a search. Fee revenue is presented net of adjustments to original
billings.

INCOME TAXES

The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns. Deferred tax assets and liabilities are
measured by applying enacted statutory tax rates applicable to the future years
in which the related deferred tax assets or liabilities are expected to be
settled or realized. Income tax expense consists of the taxes payable for the
current period and the change during the period in deferred tax assets and
liabilities.

Prior to November 1994, the Company was taxed under the provisions of
Subchapter S of the Internal Revenue Code (IRC). Pursuant to Subchapter S, all
income was reported through the stockholders' individual tax returns and the
resulting tax liability was the responsibility of the individual stockholders.
Accordingly, no provision for federal taxes was recorded prior to that date.

F-7
<PAGE> 49

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

PRO FORMA INCOME DATA (UNAUDITED)

The pro forma adjustment for the year ended February 28, 1995, reflects the
additional federal and state income tax expense totaling approximately $140,000
that would have been recognized had the Company made the C corporation election
effective March 1, 1994.

NET INCOME (LOSS) PER SHARE

Net income (loss) per share is determined by dividing the net income (loss)
by the weighted average number of shares of Common Stock outstanding during the
period. There were no common equivalent shares outstanding during the three
years ended February 28, 1997. Pursuant to Securities and Exchange Commission
Staff Accounting Bulletin ("SAB") No. 83, shares of Common Stock issued by the
Company during the 12 months preceding the initial filing date have been
included in the calculation of weighted average shares of Common Stock
outstanding, using the treasury stock method, as if the shares were outstanding
for all periods presented.

All share and per share information in the financial statements has been
adjusted to give effect to the 1,000 to one common stock split and par value
restatement which became effective June 3, 1997 in connection with the
reincorporation of the Company to Florida. (See Note 9).

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially expose the Company to concentration
of credit risk consist primarily of accounts receivable. Credit risk arising
from receivables is minimal due to the large number of clients comprising the
Company's customer base. The customers are concentrated primarily in the
Company's U.S. market area. Credit losses in the past have not been material.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial assets and liabilities,
including cash and cash equivalents, accounts receivable, prepaid expenses,
employee receivables, other current assets, accounts payable, accrued
compensation, and other current liabilities at February 29, 1996 and February
28, 1997, approximate fair value because of the short maturity of these
instruments. The carrying amount of the Company's long-term debt approximates
fair value at February 29, 1996 and February 28, 1997, based on current market
rates of interest and maturities.

NEWLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128").
SFAS 128 establishes new standards for computing and presenting earnings per
share ("EPS"). Specifically, SFAS 128 replaces the currently required
presentation of primary EPS with a presentation of basic EPS, requires dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997; earlier
application is not permitted. Pro forma EPS computed under SFAS 128 would have
been the same as reflected on the accompanying statement of operations.

RECLASSIFICATIONS

Certain prior year balances have been reclassified in order to conform to
the current year financial statement presentation.

F-8
<PAGE> 50

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(2) EMPLOYEE RECEIVABLES

Included in employee receivables as of February 29, 1996 is a promissory
note in the amount of $40,000 from one of the Company's stockholders. The
principal amount of the note and accrued interest were repaid during fiscal
1997.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
FEBRUARY 29, FEBRUARY 28,
1996 1997
------------ ------------
<S> <C> <C>
Office furniture and equipment........................... $2,270,415 $2,884,162
Leasehold improvements................................... 1,814,523 2,304,797
Software................................................. -- 721,335
---------- ----------
4,084,938 5,910,294
Less accumulated depreciation and amortization........... (958,379) (1,725,999)
---------- ----------
$3,126,559 $4,184,295
========== ==========
</TABLE>

(4) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
FEBRUARY 29, FEBRUARY 28,
1996 1997
------------ ------------
<S> <C> <C>
Term loan dated March 1996, payable in monthly principal
installments of $23,810 plus accrued interest, final
principal and interest payment totaling $1,174,380 due
March 1999, bearing interest at the bank's prime rate
(8.25% at February 28, 1997) plus 0.25%, secured by
accounts receivable, borrowings are limited to 75% of
qualifying receivables................................. $ -- $1,732,616
Stockholder notes payable due in connection with the
Stock Restriction and Retirement Agreement,
non-interest bearing (interest imputed at 6.5%),
payable in three equal annual installments............. 63,186 304,013
-------- ----------
63,186 2,036,629
Less current maturities of long-term debt................ (63,186) (386,801)
-------- ----------
$ -- $1,649,828
======== ==========
</TABLE>

The Company maintains a line of credit which provides for maximum
borrowings of $3,000,000, bearing interest at the bank's prime rate (8.25% at
February 28, 1997). Interest is payable monthly and the principal balance is due
upon demand. The line of credit and the term loan are with the same financial
institution and are cross-collateralized by accounts receivable with borrowings
limited to 75% of qualifying receivables. Additionally, the Company is required
to comply with certain working capital and liquidity covenants. No amounts were
outstanding under the line of credit as of February 29, 1996 or February 28,
1997. The total borrowing capacity under the line of credit was available as of
February 28, 1997.

F-9
<PAGE> 51

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(5) STOCKHOLDERS' EQUITY (SEE NOTE 9)

All Common Stock is held by employees and is subject to the terms of the
Stock Restriction and Retirement Agreement (the "Stock Restriction Agreement").
The Stock Restriction Agreement provides for certain restrictions on the
transfer of shares. Upon termination of a stockholder's employment, the stock is
subject to mandatory redemption at Adjusted Book Value, as defined in the Stock
Restriction Agreement. Under the terms of the Stock Restriction Agreement, the
Company may issue installment notes payable in satisfaction of redemption
requirements.

The Company maintains a stockholder financing agreement with a bank under
which employees can finance purchases of Common Stock with an installment loan
collateralized by the stock and guaranteed by the Company. As of February 28,
1997, approximately $863,000 outstanding principal amount of such loans were
guaranteed by the Company.

During fiscal 1997, the Company issued 630,000 shares of Common Stock in
exchange for $950,227 of subscriptions receivable. These notes are non-interest
bearing and payable within one year.

Pursuant to SAB No. 1, undistributed earnings on the date an S corporation
election is terminated should be reflected as additional paid-in capital. This
assumes a constructive distribution to the owners followed by a contribution to
the capital of the Company. Accordingly, a capital contribution totaling
$106,739 was recorded during fiscal 1995 representing the undistributed retained
earnings as of the date of change from an S corporation to a C corporation.

(6) INCOME TAXES

Significant components of the provision for income taxes are summarized as
follows:

<TABLE>
<CAPTION>
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Current:
Federal................................... $ 721,805 $ 661,636 $ 234,946
State..................................... 306,248 166,142 56,183
---------- --------- ---------
1,028,053 827,778 291,129
---------- --------- ---------
Deferred:
Federal................................... (247,973) (590,744) (219,589)
State..................................... (109,080) (147,109) (56,190)
---------- --------- ---------
(357,053) (737,853) (275,779)
---------- --------- ---------
$ 671,000 $ 89,925 $ 15,350
========== ========= =========
</TABLE>

The provision for income taxes differs from the amount computed by applying
the U.S. Federal corporate tax rate of 35% to income before provision for income
taxes as follows:

<TABLE>
<CAPTION>
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Statutory U.S. federal income tax rate............... 35.0% 35.0% 35.0%
Deferred taxes recorded in connection with change
in tax status from S corporation to C
corporation..................................... 28.3 -- --
Portion of year taxed as an S corporation.......... (34.7) -- --
Meals, entertainment and dues...................... 1.8 (101.0) (31.2)
Keyman life insurance premiums..................... -- (6.6) (3.8)
State taxes, net of federal benefit................ 4.3 (7.3) (2.8)
----- ------ -----
Effective tax rate......................... 34.7% (79.9)% (2.8)%
===== ====== =====
</TABLE>

F-10
<PAGE> 52

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the corresponding amounts used for income tax reporting purposes.
The Company is a cash basis taxpayer. Significant components of the Company's
deferred tax assets and liabilities as of February 29, 1996 and February 28,
1997, are as follows:

<TABLE>
<CAPTION>
FEBRUARY 29, FEBRUARY 28,
1996 1997
------------ ------------
<S> <C> <C>
Deferred tax assets:
Accounts payable....................................... $ 819,305 $ 765,631
Accrued compensation................................... 3,220,688 4,539,242
Accrued rent........................................... 202,738 415,204
Deferred compensation.................................. 803,851 1,548,776
Other.................................................. 78,323 70,071
----------- -----------
Total deferred tax assets...................... 5,124,905 7,338,924
----------- -----------
Deferred tax liabilities:
Accounts receivable, net............................... (3,951,334) (5,756,962)
Prepaid expenses....................................... (128,649) (261,261)
Other.................................................. (6,016) (6,016)
----------- -----------
Total deferred tax liabilities................. (4,085,999) (6,024,239)
----------- -----------
Net deferred tax asset......................... $ 1,038,906 $ 1,314,685
=========== ===========
</TABLE>

(7) EMPLOYEE BENEFIT PLANS

PROFIT SHARING PLAN

The Company maintains a defined contribution retirement plan (the "Plan")
covering substantially all employees. The Company makes an annual contribution
to the Plan based upon the prior fiscal year's operating results. Employees'
rights to Company contributions to the Plan vest ratably over four years of
service. As of February 29, 1996 and February 28, 1997, the Company has accrued
for contributions totaling approximately $3,654,000 and $4,774,000,
respectively, which are included in accrued compensation in the accompanying
balance sheets.

DEFERRED COMPENSATION PLAN

The Company has deferred compensation agreements with 38 of its employees.
Under the terms of the agreements, employees elect to defer a portion of their
compensation to be received, together with accrued interest, upon termination of
the agreements, as defined. Interest is earned on deferred amounts at a rate
determined annually by the Company (9% at February 28, 1997).

The Company is the beneficiary of whole life insurance policies with an
aggregate cash surrender value of approximately $1,207,000 and $2,255,000 and an
aggregate face amount of $14,600,000 and $14,725,000 as of February 29, 1996 and
February 28, 1997, respectively. The aggregate cash surrender value of these
policies is included in other assets in the accompanying balance sheets.
Proceeds from the policies are intended to fund the deferred compensation
agreements.

F-11
<PAGE> 53

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(8) COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases certain office equipment and real property under
noncancellable operating leases.

Future minimum lease payments under these leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDING AMOUNT
- ----------- -----------
<S> <C>
February 28, 1998........................................... $ 2,890,322
February 28, 1999........................................... 2,483,325
February 29, 2000........................................... 2,283,352
February 28, 2001........................................... 2,263,112
February 28, 2002........................................... 2,015,206
Thereafter.................................................. 7,141,894
-----------
$19,077,211
===========
</TABLE>

Certain real property leases provide for periods of free rent or escalating
lease payments throughout the lease term. In accordance with generally accepted
accounting principles, rent expense is recognized ratably over the term of the
agreement. Rent expense totaled approximately $1,077,000, $1,438,000 and
$2,294,000 during the three years ended February 28, 1997, respectively.

LETTERS OF CREDIT

As of February 28, 1997, the Company has standby letters of credit totaling
$450,000. The letters of credit, which are required by certain lessors as
security deposits, expire October 1997.

LITIGATION

The Company is involved in various legal actions arising in the normal
course of business. While it is not possible to determine with certainty the
outcome of these matters, in the opinion of management, the eventual resolution
of these claims and actions outstanding will not have a material adverse effect
on the Company's financial position or results of operations.

(9) SUBSEQUENT EVENTS

INITIAL PUBLIC OFFERING AND REINCORPORATION

The Company's Board of Directors authorized management to prepare and file
a Registration Statement on Form S-1 with the U.S. Securities and Exchange
Commission in connection with the contemplated initial public offering of its
Common Stock (the "Offering"). On June 3, 1997, in connection with the Offering,
the Company reincorporated from Delaware to Florida; effected a 1,000 for one
stock split of each outstanding share of Common Stock; increased the authorized
Common Stock to 35,000,000 shares, $0.01 par value per share; and authorized
3,000,000 shares of Preferred Stock, $0.01 par value per share.

Upon the completion of the Offering, the Company intends to terminate the
Stock Restriction Agreement and expects to obtain a release from the related
guarantee under the stockholder financing agreement (See Note 5).

STOCK AND OPTION PLANS

In connection with the Offering, the Company has adopted the following
stock and option plans which will become effective upon completion of the
Offering.

F-12
<PAGE> 54

LAMALIE ASSOCIATES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1997 Omnibus Stock and Incentive Plan (the "Omnibus Plan"). Under the
Omnibus Plan, incentive stock options, nonqualified stock options, stock
appreciation rights, performance units, performance shares, restricted stock,
restricted stock units and stock not subject to restrictions may be granted to
employees of the Company at prices determined at the time of grant. Generally,
incentive stock options, nonqualified stock options, restricted stock and
restricted stock units will vest each year beginning on the first anniversary of
the date of grant at 25% per year and will expire after 10 years. An aggregate
of 950,000 shares of Common Stock are reserved for issuance under the Omnibus
Plan.

1997 Employee Stock Purchase Plan (the "ESPP"). An aggregate of 200,000
shares of Common Stock are reserved for issuance under the ESPP, which is
intended to qualify under the provisions of Section 423 of the Internal Revenue
Code. Eligible employees generally will be given the right to purchase shares of
Common Stock two times a year at a price equal to 85% of the market price of the
Common Stock.

Non-Employee Directors' Stock Plan (the "Directors' Stock Plan"). An
aggregate of 80,000 shares of Common Stock are reserved for issuance under the
Directors' Stock Plan. Among other provisions, outside directors will annually
receive options to purchase 5,000 shares of Common Stock at an exercise price
equal to the market price of the Common Stock on the date of grant. The options
will vest fully on the first anniversary of the date of grant and expire after
five years.

Immediately after completion of the Offering, three outside directors will
become members of the Board of Directors and will be granted stock options to
acquire an aggregate of 15,000 shares of Common Stock under the Directors' Stock
Plan at an exercise price equal to the initial public offering price.

COMMITMENT LETTER -- CREDIT FACILITIES

The Company has obtained a commitment letter from a bank to provide various
credit facilities of $10.0 million. Outstanding borrowings under these
facilities will bear interest at various rates based on the bank's prime lending
rate.

F-13
<PAGE> 55

[The following text will appear printed over a photograph of three people
standing in a hallway. Behind and partially obscured by the people are a global
map depicting the locations of offices of LAI and other members of Amrop
International beneath four clocks.]

WE ARE A KNOWLEDGE-BASED FIRM. LAI is one of the fastest growing executive
search firms and is the fifth largest search firm in the United States. The
extensive industry experience of our consultants has been the foundation of our
knowledge-based business strategy, which is primarily organized around five
practice groups. As a result, a diverse set of clients retain us to help them
fulfill their leadership needs. We believe our competitive advantage is our
knowledge, experience and responsiveness in finding exceptional leaders.

<PAGE> 56

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

NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, 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 THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.
---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 6
Use of Proceeds....................... 10
Dividend Policy....................... 10
Capitalization........................ 11
Dilution.............................. 12
Selected Financial Data............... 13
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 14
Business.............................. 19
Management............................ 28
Principal Stockholders................ 34
Certain Transactions.................. 35
Description of Capital Stock.......... 35
Shares Eligible for Future Sale....... 37
Underwriting.......................... 38
Legal Matters......................... 39
Experts............................... 39
Additional Information................ 40
Index to Financial Statements......... F-1
</TABLE>

UNTIL , 1997 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
======================================================
======================================================
2,000,000 SHARES
LOGO
LAMALIE ASSOCIATES, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
ROBERT W. BAIRD & CO.
INCORPORATED

WILLIAM BLAIR & COMPANY
, 1997
======================================================
<PAGE> 57

SUBJECT TO COMPLETION, DATED JUNE 4, 1997

PROSPECTUS SUPPLEMENT

200,000 SHARES

LAMALIE LOGO

LAMALIE ASSOCIATES, INC.

PROFIT SHARING PLAN AND TRUST
---------------------------

This Prospectus Supplement relates to the offer and sale to participants
(the "Participants") in the Lamalie Associates, Inc. Profit Sharing Plan and
Trust (the "Plan") of shares of Lamalie Associates, Inc. common stock, par value
$.01 per share (the "Common Stock"), as set forth herein. It is currently
estimated that the initial public offering price for the Common Stock will be
between $10.00 and $12.00 per share. In addition to the Common Stock, and
because any offer and sale of shares of Common Stock to or for the account of a
Participant is deemed under applicable law to be an offer and sale of a
corresponding interest in the Plan, this Prospectus Supplement also relates to
the offer and sale of such "participation interests."

The Plan has been amended, effective as of the date hereof, to permit
Participants to direct the Trustees of the Plan to purchase Common Stock with up
to 10% of the amounts in the Plan that are held in the accounts of such
Participants. This Prospectus Supplement relates to the initial election of a
Participant to direct the purchase of Common Stock in connection with the
Offering as of the date hereof, and also to elections to purchase Common Stock
hereafter.

The Prospectus dated , 1997 of the Company (the "Prospectus"),
which accompanies this Prospectus Supplement, includes detailed information with
respect to the Offering, the Common Stock and the financial condition, results
of operation and business of the Company. This Prospectus Supplement, which
provides detailed information with respect to the Plan, should be read only in
conjunction with the Prospectus. Terms not otherwise defined in this Prospectus
Supplement are defined in the Plan or the Prospectus.

PARTICIPANTS SHOULD CAREFULLY CONSIDER THE INFORMATION DISCUSSED UNDER THE
CAPTION "RISK FACTORS" AT PAGE 6 IN THE PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, OR ANY OTHER AGENCY, NOR
HAS SUCH COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS SUPPLEMENTAL PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1997.
<PAGE> 58

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS OR THIS PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE PLAN. THIS PROSPECTUS SUPPLEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THE PLAN SINCE THE DATE HEREOF, OR THAT THE
INFORMATION HEREIN CONTAINED OR INCORPORATED BY REFERENCE IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS THAT ACCOMPANIES IT AND SHOULD BE
RETAINED FOR FUTURE REFERENCE.

PS-2
<PAGE> 59

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C>
THE OFFERING..................................................... PS-4
Securities Offered............................................. PS-4
Valuation of Participation Interests........................... PS-4
Election To Purchase Common Stock.............................. PS-4
Method of Directing Investment................................. PS-4
Time for Directing Investment.................................. PS-5
Irrevocability of Investment Direction......................... PS-5
Direction To Purchase Common Stock at a Later Date............. PS-5
Purchase Price of Common Stock................................. PS-5
Voting and Tender Rights for Common Stock...................... PS-5
DESCRIPTION OF THE PLAN
(SUMMARY PLAN DESCRIPTION)..................................... PS-6
1. Introduction................................................ PS-6
2. Background.................................................. PS-6
a. General.................................................. PS-6
b. Definitions.............................................. PS-7
3. How Is the Plan Managed?.................................... PS-7
4. How Important Is the Amount of Time that I Work for the PS-7
Company?....................................................
5. How Do I Become Eligible To Enter the Plan?................. PS-8
6. When Do I Enter the Plan?................................... PS-8
7. Who Pays for the Plan?...................................... PS-8
8. What Is My Share of the Company's Contribution?............. PS-8
9. Sounds Good but What Does All This Mean in Dollars and PS-8
Cents?......................................................
10. Is There a Limit on the Amount Added to My Share?........... PS-9
11. What Happens to My Share?................................... PS-9
12. May I Direct the Investment of My Share of the Plan?........ PS-9
13. What Adjustments Are Made to My Share?...................... PS-10
14. What If I Do Not Complete 1,000 Hours of Service During a PS-10
Plan Year?..................................................
15. What If I Leave the Company During a Plan Year?............. PS-11
16. May I Borrow from the Plan?................................. PS-11
17. May I Withdraw any Portion of My Accounts While I Am Still PS-11
Employed if I Am Faced with a Hardship?.....................
18. When Will I Be Eligible to Receive My Share of the Plan?.... PS-12
a. Retirement at or After Your Normal Retirement Date....... PS-12
b. Death.................................................... PS-12
c. Total And Permanent Disability........................... PS-12
d. Resignation or Dismissal Before Your Normal Retirement PS-12
Date........................................................
19. What Is the Vested Portion of My Accounts?.................. PS-12
20. When and How Are My Benefits To Be Paid?.................... PS-13
21. Are My Benefits Guaranteed by the PBGC?..................... PS-14
22. How Do I Make a Claim for Benefits?......................... PS-14
23. Can My Share in the Plan Be Assigned or Attached?........... PS-14
24. Does The Plan Affect My Social Security Benefits or PS-14
Payments?...................................................
25. What If I Am Rehired After I Leave the Company?............. PS-14
26. What Are My Rights Under the Plan?.......................... PS-15
27. May the Plan Be Amended or Terminated?...................... PS-15
28. What are the Tax Effects of the Plan?....................... PS-15
APPENDIX......................................................... PS-18
Investment Designations.......................................... PS-19
</TABLE>

PS-3
<PAGE> 60

THE OFFERING

SECURITIES OFFERED

The securities offered hereby are participation interests in the Lamalie
Associates, Inc. Profit Sharing Plan and Trust (the "Plan") and up to an
aggregate of 200,000 shares of Common Stock, which may be acquired by the Plan
upon the direction of Participants in the Plan for their Plan Accounts. Lamalie
Associates, Inc. (the "Company") is the issuer of the Common Stock and the
sponsor of the Plan. Only employees of the Company who meet certain
participation requirements of the Plan may participate in the Plan.

Information with regard to the Plan is contained in this Prospectus
Supplement, and information with regard to the Offering and the financial
condition, results of operation and business of the Company is contained in the
accompanying Prospectus. The address of the principal executive office of the
Company is 200 Park Avenue, Suite 3100, New York, NY 10166-0136 13920, telephone
(212) 953-7900. The address of Company's administrative offices, from which more
information about the Plan and the Offering may be obtained, is 3903 Northdale
Boulevard, Tampa, Florida 33624, telephone (813) 961-7494. A copy of the Plan
has been filed as exhibit to the Registration Statement under the Securities Act
of 1933, as amended, filed with the Securities and Exchange Commission regarding
the Offering. Copies of the Plan or any other exhibit to the Registration
Statement are available to all Participants by submitting a written request to
the Plan Administrator at the Company's administrative office in Tampa.
Participants are urged to carefully read the Prospectus, this Prospectus
Supplement and the Plan.

VALUATION OF PARTICIPATION INTERESTS

The assets of the Plan are valued quarterly, and each Participant is
informed of the value of his or her beneficial interest in the Plan on a
quarterly basis. This value represents the current market value of past
contributions to the Plan by the Company, as adjusted by actual and accrued
gains and losses thereon, plus any forfeitures attributable to other
Participants whose employment with the Company terminates prior to their being
100% vested in their Account balances, less previous withdrawals.

ELECTION TO PURCHASE COMMON STOCK

Under the Plan, the Participants are given the opportunity from time to
time (but generally no more than once each quarter) to direct the investment of
the balances in their Plan Accounts in certain specified funds. (See
"Description of the Plan -- 12. May I Direct the Investment of My Share of the
Plan?") The Plan has been amended, effective the date of this Supplemental
Prospectus, to add a Company stock fund (the "Employer Stock Fund") as one of
the investment options. This fund is to be invested by the Trustees primarily in
Common Stock, although the Trustees have the right to invest the fund in other
investments. The Trustees have the right to decide the timing and manner of
purchasing shares of Company Stock, although it is the intent of the Trustees to
invest all available designated funds in the Employer Stock Fund as of the date
of this Preliminary Prospectus in the purchase of Common Stock as soon as they
are so permitted to do so. A Participant may not direct more than 10% of the
amounts allocated to his or her Accounts at the time of the direction to be
invested in the Employer Stock Fund. In addition, a Participant may not direct
more than 10% of any future contributions allocated to his or her Accounts to be
invested in this fund. Account balances not invested in the Employer Stock Fund
will be invested in other investment funds of the Plan as directed by the
Participants.

METHOD OF DIRECTING INVESTMENT

The last page of this Prospectus Supplement is an investment designation
form (the "Investment Form") to be used to direct an investment of part of a
Participant's Plan Account balances into the Employer Stock Fund. If a
Participant wishes to invest part of his or her interest in the Plan in the
Employer Stock Fund, and have the Trustees purchase Common Stock in connection
with the Offering, he or she should indicate that decision (and his or her other
investment choices with respect to the Plan) on the Investment Form. Any such
election will also apply to any additional amounts allocated to the
Participant's Accounts under the Plan until the Participant makes a new
election; the next regularly scheduled election provided to Participants is to
be effective as of October 1,

PS-4
<PAGE> 61

1997. If a Participant does not wish to make an election to invest in the
Employer Stock Fund in connection with the Offering, he or she does not need to
take any action, but any present investment elections of the Participant will
remain in effect until a new election is made.

TIME FOR DIRECTING INVESTMENT

The deadline for submitting a Participant's investment election that will
permit the purchase of shares of Common Stock by the Plan in connection with the
Offering is , 1997. The Investment Form should be returned to the
Company's administrative office in Tampa no later than 12:00 noon, Eastern Time,
on such date.

IRREVOCABILITY OF INVESTMENT DIRECTION

The deadline for submitting a Participant's investment election that will
permit the purchase of shares of Common Stock by the Plan in connection with the
Offering shall be irrevocable. Participants, however, will be able to direct the
reinvestment of their Accounts under the Plan in the future as explained below.

DIRECTION TO PURCHASE COMMON STOCK AT A LATER DATE

A Participant is entitled to change his or her investment directions with
respect to his or her Account balances under the Plan (including any election
with respect to the Employer Stock Fund) from time to time, but generally no
more frequently than once each quarter. The Plan Administrator determines the
timing of the quarterly election periods. In connection with a new election, a
Participant may direct that funds be transferred from other investment options
into the Employer Stock Fund (subject to the limit that no more than 10% of the
Participant's Account balances may be so invested), or from the Employer Stock
Funds to other investment options under the Plan. Any such election will also
govern how future contributions, forfeitures and other amounts allocated to the
Participant's Accounts will be invested.

Participants who are officers, directors, managing partners and principal
stockholders of the Company who are subject to certain provisions of the federal
securities laws affecting the purchase and sale of Common Stock, including
Section 16(b) of the Securities Exchange Act of 1934, as amended, which may
affect their ability to effect transfers. Such persons should contact the Plan
Administrator for additional information.

PURCHASE PRICE OF COMMON STOCK

The funds transferred to the Employer Stock Fund for the initial purchase
of Common Stock in connection with the Offering will be used by the Trustees to
purchase shares of Common Stock. The price paid for such shares of Common Stock
will be the Price to Public for the Common Stock, as disclosed on the cover of
the Prospectus.

Any shares of Common Stock purchased by the Trustees after the initial
Offering may be acquired in open market transactions. Alternatively, the
Trustees may engage in purchase and sale transactions with the Company if the
Company agrees and certain requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") are met. The prices paid by the
Trustees for shares of Common Stock will not exceed "adequate consideration" as
defined in Section 3(18) of ERISA.

VOTING AND TENDER RIGHTS FOR COMMON STOCK

The Trustees generally will exercise all voting and tender rights
attributable to shares of Common Stock held in the Employer Stock Fund in their
discretion, and Participants generally will not have any rights in connection
therewith.

PS-5
<PAGE> 62

DESCRIPTION OF THE PLAN
(SUMMARY PLAN DESCRIPTION)

1. INTRODUCTION.

The Lamalie Associates, Inc. Profit Sharing Plan and Trust (the "Plan"), as
amended to date, is described below. Lamalie Associates, Inc. (the "Company") is
the sponsor of the Plan. The Plan is a tax-qualified (under Section 401(a) of
the Internal Revenue Code) retirement plan through which the Company provides
benefits to those employees who are Participants in the Plan. Amounts paid in by
the Company are for the exclusive benefit of the Participants and their
beneficiaries.

Formal legal documents specify the rules governing the Plan. The Plan
Administrator has copies of these documents and they are available for your
inspection. However, to save you the trouble of trying to read and understand
the technical, legal jargon that is typical of these types of documents, we have
prepared this description. It simplifies the Plan provisions and explains them
in the questions and answers that follow.

Because this description is a summary only, it does not describe all of the
provisions of the Plan and all of the possible fact situations that may occur.
Therefore, in the case of any conflict between the content of this description
and the content of the Plan itself, or in the case of the omission in this
description of a discussion of any Plan provisions, the terms of the Plan itself
(and not the language of this description) shall control.

The primary purpose of the Plan is to provide benefits to you or your
beneficiary upon your retirement, disability or death. AS A CONSEQUENCE, THE
PLAN GENERALLY DOES NOT PERMIT THE WITHDRAWAL OF FUNDS UNTIL AFTER THE
TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY, ALTHOUGH THE PLAN DOES PERMIT
IN-SERVICE WITHDRAWALS AND LOANS IN LIMITED SITUATIONS. (See "16. May I Borrow
from the Plan?" and "17. May I Withdraw any Portion of My Accounts While I Am
Still Employed if I Am Faced with a Hardship?")

The Plan also means a lot to the Company. Through it the Company hopes to
increase your interest in the Company by providing you with an opportunity to
receive benefits over and above your regular pay. Therefore, the Plan is an
incentive for you to work toward the increased success of the Company.

2. BACKGROUND

A. GENERAL

This description serves, among other things, as a Summary Plan Description
for the Plan under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). It also serves as part of a Prospectus under the Securities
Act of 1933 (the "1933 Act") for up to an aggregate of 200,000 shares of common
stock of the Company (the "Common Stock") and, because any offer or sale of
shares of Common Stock to or for the account of a Participant is deemed under
applicable law also to be an offer or sale of a corresponding interest in the
Plan, for an indeterminate number of "participation interests" in the Plan. As
discussed hereafter, the Common Stock is available to Participants through the
Employer Stock Fund, one of the investment options under the Plan.

As a defined contribution, "individual account" plan that is other than a
money purchase plan, the Plan is subject to many of the provisions of ERISA,
including generally the parts relating to reporting and disclosure,
participation and vesting, funding (except for the portions not applicable to
individual account profit-sharing plans) and fiduciary responsibility. The Plan
in not of a type that is covered by the plan termination insurance provisions
contained in ERISA.

For additional information about the Plan and its administration, you may
contact the Plan through the Company's Tampa administrative office, with street
and mailing address of 3903 Northdale Boulevard, Tampa, Florida 33624. The
telephone number is (813) 961-7494.

A copy of the Plan has been filed as exhibit to the Registration Statement
under the Securities Act of 1933, as amended, filed with the Securities and
Exchange Commission regarding the Offering. Participants may obtain copies of
the Plan itself or any other exhibit to the Registration Statement by written
request to the Company at its Tampa administrative office.

PS-6
<PAGE> 63

B. DEFINITIONS

In this description, terms such as the "Company," the "Plan Year" and the
"Plan Administrator" appear in many places. These terms are defined in the
Appendix at the end of this description. The terms "Year of Service" and "Hour
of Service" also appear in many places. For a discussion of these terms see "4.
How Important Is the Amount of Time that I Work for the Company?"

One other term, "Top Heavy Plan," appears several times. The Plan will be
"Top Heavy" in any Plan Year in which the account balances of the "Key
Employees" comprise more than 60% of the total account balances in the Plan. The
"Key Employees" are certain officers and owners of the Company. The Plan
Administrator can provide you with information from time to time as to whether
the Plan is a Top Heavy Plan.

3. HOW IS THE PLAN MANAGED?

A Plan Administrator is named in the Plan and is given the responsibility
to manage the operation and administration of the Plan (except as to
investments). Among other things, the Plan Administrator determines the
eligibility of each employee to participate, supervises the payment of benefits
and interprets the provisions of the Plan.

The Plan Administrator is the person to contact if you have any questions
about the Plan. The Plan Administrator will communicate with you from time to
time concerning your share of the Plan and any special considerations about your
participation.

See the Appendix at the end of this Prospectus Supplement for the name and
address of the current Plan Administrator.

4. HOW IMPORTANT IS THE AMOUNT OF TIME THAT I WORK FOR THE COMPANY?

The number of years and the number of hours in a year you work for the
Company are important for several reasons. Among these reasons are the
following:

First, the time you work is used in deciding when you are eligible to
enter the Plan. (See "5. How Do I Become Eligible To Enter the Plan?")

Second, the time you work is used in determining whether you are
allocated a share of the Company's contribution to the Plan for a year.
(See "8. What Is My Share of the Company's Contribution?")

Third, the time you work is used in deciding your vested interest in
your Employer Contribution Account. If you leave the Company before
retirement, death or disability, you do not lose this vested interest. (See
"19. What Is the Vested Portion of My Accounts?")

Fourth, the time you work is used in deciding when you forfeit the
portion of your Employer Contribution Account that is not vested if you
leave the Company before retirement, death or disability. (See "19. What Is
the Vested Portion of My Accounts?")

In computing your length of service, you first determine the number of your
Hours of Service during a year. The computation is rather complicated and is
based on regulations issued by the Department of Labor. In general, you count
each hour that you work plus each hour for which you are paid even if you do not
work (such as paid vacation time, paid sick leave, etc.). If you have a question
about the counting of your Hours of Service, you should contact the Plan
Administrator.

If you have at least 1,000 Hours of Service in any Plan Year, you are
credited with a Year of Service for vesting purposes. In general, you must have
at least 1,000 Hours of Service during a year in order to be credited with a
Year of Service for contribution purposes. If you do not have 1,000 Hours of
Service during the Plan Year, you generally do not receive credit for a Year of
Service for these purposes.

The Plan Year is the period for which you count your Hours of Service for
all purposes of the Plan. The Plan Year is March 1 through the end of February.

PS-7
<PAGE> 64

If you previously worked or if you later work for businesses that are
related to the Company by similar ownership, your work for these other
businesses may be counted in some cases in deciding your eligibility to enter
the Plan, your vested interest in the Plan and other matters. If you have any
questions about this special rule, please contact the Plan Administrator.

5. HOW DO I BECOME ELIGIBLE TO ENTER THE PLAN?

To be eligible to enter the Plan, you must complete one calendar month of
service with the Company.

6. WHEN DO I ENTER THE PLAN?

You will enter the Plan on the first February 28 (February 29 for leap
years) after you become eligible. However, once you enter the Plan, you are
deemed to be a Participant as of the first day of the Plan Year in which you
become a Participant or, if later, as of the first day on which you are
employed.

If your employment with the Company is terminated for any reason after you
have become eligible to participate, but before the next entry date, you will
not become a Participant in the Plan.

7. WHO PAYS FOR THE PLAN?

The Plan is paid for primarily by the Company. Each year the Board of
Directors of the Company will determine the amount of any contribution that the
Company will make to the Plan for that year. Although the Company expects to
make contributions each year, there is no guarantee of this, and the Company is
free to decide not to make a contribution.

You are no longer permitted to make voluntary contributions to the Plan.
However, the Plan permits you to roll funds over from another qualified plan in
which you were a Participant. The funds would be invested by the Trustees in the
same fashion as all other funds in your Accounts. The rules as to what types of
benefits from other plans may be rolled over into this Plan are detailed.
Therefore, if you would like to take advantage of the rollover provisions,
please contact the Plan Administrator.

8. WHAT IS MY SHARE OF THE COMPANY'S CONTRIBUTION?

The amount of money the Company contributes to the Plan each year is
divided among you and the other Participants. You do not actually receive any of
the contributions. They are allocated to Accounts established for you and each
of the other Participants.

The Company's contributions are allocated to you on the basis of your
compensation for the Plan Year. You will share in the contributions in the same
ratio that your compensation during the Plan Year bears to the total
compensation of all Participants during the Plan Year. For these purposes, all
compensation paid to you, whether in the form of salary, regular wages, overtime
pay, bonuses or commissions, is included. For 1997, no contribution will be made
with respect to any Participant's compensation in excess of $160,000. This
amount will be adjusted for later years in accordance with IRS regulations.

For example, if your compensation for the Plan Year is $20,000, and the
total compensation of all Participants during the Plan Year is $500,000, you
would be allocated 4% of the total contribution (i.e., $20,000 is 4% of
$500,000). Thus, under this illustration, if the Company's contribution was
$20,000, you would be allocated $800.

9. SOUNDS GOOD BUT WHAT DOES ALL THIS MEAN IN DOLLARS AND CENTS?

That's a tough question to answer specifically because of all of the
factors involved. The Company's profit will change from year to year and the
amount contributed to the Plan will also change. Likewise, your compensation
will vary, as will the compensation of all the Participants.

PS-8
<PAGE> 65

10. IS THERE A LIMIT ON THE AMOUNT ADDED TO MY SHARE?

The Internal Revenue Code places a limitation on the maximum amount of
money that may be credited to your Accounts for any one year. In determining
whether the limit has been exceeded, the amount of the Company's contribution
and forfeitures allocated to your Employer Contribution Account must be
considered.

11. WHAT HAPPENS TO MY SHARE?

Your share of the Company's contribution, plus any rollover contributions
and prior voluntary contributions, if any, made by you, are held in a trust fund
or funds, along with the shares of the other Participants. A portion of the
funds may be used to pay administrative expenses incurred by the Plan; however,
the Plan is presently administered by the Company, which does not charge for
such services. Moreover, the Company has paid and presently anticipates that it
will continue to pay for the foreseeable future all third party administrative
expenses charged to the Plan (such as accounting and legal fees); however, the
Company is not obligated to do so. The balance of the money in the trust does
not lie idle but rather is invested in sound investments for your benefit.

This method of handling the funds works to your advantage, as such
investments bring income to the Plan in the form of interest, dividends and
other earnings. You share in these earnings and any increases in fund value with
other Participants in an amount proportionate to your share in the fund. Of
course, if there are any losses, you likewise share in them. (See "13. What
Adjustments Are Made to My Share?")

Trustees are named and given responsibility for holding the funds
contributed to or otherwise belonging to the Plan. You have the right to
designate how the funds being held for you are to be invested. (See "12. May I
Direct the Investment of My Share of the Plan?") In turn, professional
Investment Managers select and make the specific investments in the various
funds available for selection. The names of the current Trustees and Investment
Managers are set forth in the Appendix at the end of this booklet.

12. MAY I DIRECT THE INVESTMENT OF MY SHARE OF THE PLAN?

Yes, you may direct the general nature of the investments by electing to
have the funds in your Accounts invested among a selection of nine mutual or
collective fund offerings sponsored by various Investment Managers. As indicated
below, you also may direct that a part of your Accounts be invested in Common
Stock of the Company.

The following is a list of the mutual or collective fund offerings
currently available for your selection:

- Vanguard Money Market Reserves -- Prime Portfolio, which invests in
short-term fixed income securities and seeks to maintain (but does not
guarantee) a constant net asset value of $1.00 per share

- Vanguard Admiral Short-Term U.S. Treasury Portfolio, which invests in
short-term, direct United States Treasury bills, notes and bonds

- Vanguard Bond Index Fund, which invests in bonds and other fixed income
securities with the intent to match the performance of the Lehman
Brothers Aggregate Bond Index

- T. Rowe Price International Bond Fund, which invests in a global
portfolio of debt instruments denominated in various currencies and
multi-national currency units

- Vanguard S&P 500 Index Trust, which invests primarily in equity
securities with the intent to match the performance of the unmanaged
Standard & Poor's 500 Composite Stock Price Index (dominated by large
capitalization stocks)

- Vanguard European Equity Index Trust, which invests primarily in
securities of European companies with the intent to match the performance
of the unmanaged Morgan Stanley Capital International Europe Index
(consisting of equity securities of companies located in various European
countries)

- Vanguard Pacific Equity Index Trust, which invests primarily in
securities of Pacific basin companies with the intent to match the
performance of the unmanaged Morgan Stanley Capital International Pacific
Index

PS-9
<PAGE> 66

(consisting of equity securities of companies located in Japan, or in
certain other Pacific basin jurisdictions)

- Scudder Latin America Fund, which invests primarily in Latin American
equity and debt securities

- AIM Aggressive Growth Fund, which invests primarily in common stock and
other equity securities of small capitalization companies

You may also elect to have the funds in your Accounts invested in an
Employer Stock Fund, which the Trustees invest primarily in the Company's Common
Stock, although the Trustees have the right to invest any part of this fund in
other investments. The Trustees will decide the timing and manner of purchasing
shares of the Company's Common Stock. Cash dividends earned on the Common Stock,
if any, will be reinvested in this fund, and any stock dividends or shares
accrued as a result of a stock split in the Common Stock held by this fund will
be added to the fund. The Trustees holds all voting rights for shares in this
fund. You may not direct more than 10% of the amounts allocated to your Accounts
at the time of the direction to be invested in this fund. In addition, you may
not direct more than 10% of any future contributions allocated to your Accounts
to be invested in this fund.

From time to time, the Plan Administrator will provide you with detailed
information about these fund offerings and their characteristics to help you
make informed decisions about the investment of the amounts in your Accounts.

You may contact the Plan Administrator (Attention: Jack P. Wissman) at 3903
Northdale Boulevard, Tampa, Florida 33624, telephone (813) 961-7494 for
additional information. The information that is available to you on request from
the Plan Administrator (if the information is available to the Plan) includes a
description of the annual operating expenses of each fund that reduce the rate
of return to you and the aggregate amount of such expenses expressed as a
percentage of average net assets of the fund; a copy of any prospectus,
financial statement and report, or other material relating to the available
funds; information about the value of shares or units in the various funds, as
well as the past and current investment performance of the funds; and
information on the value of the shares or units in each fund held in your
Accounts.

Because of your ability to select how your Accounts will be invested, the
Plan is intended to comply with the rules described in Section 404(c) of the
Employee Retirement Income Security Act and the regulations issued thereunder
(including 29 C.F.R. Section 2550.404c-1). ACCORDINGLY, THE TRUSTEES, THE PLAN
ADMINISTRATOR AND OTHER FIDUCIARIES OF THE PLAN MAY BE RELIEVED OF LIABILITY FOR
ANY LOSSES THAT ARE THE DIRECT AND NECESSARY RESULT OF INVESTMENT INSTRUCTIONS
GIVEN BY YOU.

To elect to allocate the funds in your Accounts among the various
investment options, you must complete a form approved by the Plan Administrator
designating the percentage of funds held in your Accounts that are to be
allocated to the various mutual fund investment offerings. Such designations
must be the same for each account and in 5% increments; no more than 10% may be
designated for the Employer Stock Fund. The designations may be changed no more
than once each quarter and only during a period determined by the Plan
Administrator. Any change must be in writing on a form approved by the Plan
Administrator.

13. WHAT ADJUSTMENTS ARE MADE TO MY SHARE?

In addition to being increased by your portion of the Company's
contribution, your share is adjusted each quarter to reflect your portion of any
income or loss of the Trust, any increase or decrease in the value of the Trust
assets and the funds that are forfeited by Participants who leave the Company
without being fully vested in their Employer Contribution Account.

The Plan Administrator will provide you with quarterly reports on the value
and status of your Accounts.

14. WHAT IF I DO NOT COMPLETE 1,000 HOURS OF SERVICE DURING A PLAN YEAR?

If you have entered the Plan as a Participant and you continue to work for
the Company, but you do not complete 1,000 Hours of Service during a Plan Year,
you remain as a Participant in the Plan. However, for any Plan Year in which you
do not complete 1,000 Hours of Service, generally you will not receive any
allocation of

PS-10
<PAGE> 67

the Company's contribution (except in certain cases where the Plan is a Top
Heavy Plan), and you will not receive credit for a Year of Service for vesting
purposes.

15. WHAT IF I LEAVE THE COMPANY DURING A PLAN YEAR?

If you leave the Company for any reason (including retirement, death or
disability) during a Plan Year, you remain a Participant as long as you have an
account balance. However, in the year you leave the Company, you will not
receive credit for vesting purposes unless you complete at least 1,000 Hours of
Service. Also, you generally will not receive any share of the Company's
contribution for the year or any share of the forfeitures allocated as of the
end of the year. Finally, you may forfeit all or a portion of your Employer
Contribution Account. (See "19. What Is the Vested Portion of My Accounts?")

16. MAY I BORROW FROM THE PLAN?

Yes. While you are employed by the Company, the Plan Administrator may
authorize a loan to you from your Accounts. The Plan Administrator has
discretion in granting loans, although the Plan Administrator is required to act
in accordance with a uniform nondiscriminatory policy. If you are interested in
obtaining a loan, contact Jack Wissman at the Tampa, Florida office of the
Company.

You may have only one loan outstanding at any one time; and you may obtain
only one loan in any one twelve-month period.

The amount of the loan may not exceed the lesser of (1) 50% of your vested
interest in your Accounts or (2) $50,000. The $50,000 limit is subject to
reduction by the amount of certain previously outstanding loans. Any loan must
be for at least $500.

Each loan that you receive from the Plan must be adequately secured, and
the security for the loan must include 50% of your vested interest in your
Accounts. Any out-of-pocket legal and administrative costs incurred by the
Trustees as a result of a loan to you or your application for a loan must be
paid by you.

Any loan must also provide for a commercially reasonable interest rate
(based on prevailing rates for comparable loans made by commercial lending
institutions) and must be repaid within an agreed period of time (generally
speaking, within five years unless the loan is used to purchase your principal
residence). The principal and interest of any loan must be amortized at least
quarterly. In order to obtain a loan, the Plan Administrator may require you to
agree to have your required loan payments deducted from each of your paychecks
and paid to the Trustees.

Each loan will provide for specific terms of default, including those more
fully described in the Plan.

17. MAY I WITHDRAW ANY PORTION OF MY ACCOUNTS WHILE I AM STILL EMPLOYED IF I AM
FACED WITH A HARDSHIP?

You may request the Plan Administrator to authorize a withdrawal from your
Accounts in the event of "hardship." The amount of the withdrawal cannot exceed
the lesser of (i) your vested account balance and (ii) the amount of your total
hardship.

The Plan Administrator has complete discretion in the matter of hardship
withdrawals, although the Plan Administrator will permit you to make a hardship
withdrawal upon receipt of satisfactory evidence that you have an immediate and
material financial need that cannot be met by your other reasonably available
financial resources, such as insurance, liquidation of other assets or borrowing
from commercial sources. Such hardship may include expenses of medical needs for
you or a member of your family; expenditures committed prior to a change in your
financial situation, which change makes it impossible to satisfy the obligations
with available resources; and other similar situations of financial hardship.
The Plan specifically provides that hardship does not include expenses related
to the purchase or repair of your principal residence or expenses related to the
education of you or a member of your family except to the extent the principles
described in the last sentence apply.

If you desire to make a hardship withdrawal and wish a further explanation
of the rules and guidelines, please contact the Plan Administrator.

PS-11
<PAGE> 68

18. WHEN WILL I BE ELIGIBLE TO RECEIVE MY SHARE OF THE PLAN?

You or your designated beneficiary become eligible to receive a benefit
under the Plan upon your retirement, death, disability or other termination of
employment. (See "20. When and How Are My Benefits To Be Paid?" for a discussion
of the timing and form of payment of these benefits.)

A. RETIREMENT AT OR AFTER YOUR NORMAL RETIREMENT DATE. If you retire
from the Company or your employment is otherwise terminated at any time
after you reach your Normal Retirement Date (age 65), you will be entitled
to receive 100% of the amount of your Accounts. Until you actually retire,
either as a result of your own action or the Company's action, no
retirement benefits will be paid to you and you will continue as a
Participant in the Plan; however, if you are a principal owner of the
Company, you must begin receiving benefits shortly after the year you reach
age 70 1/2, even if you are still employed at that time, and if you are not
a principal owner, you may have the right to elect to begin to receive
benefits at that age.

B. DEATH. If you die while you are a Participant in the Plan, 100% of
the amount in your Accounts will be paid to your surviving spouse. If you
are not married at the time of your death, or if your spouse consents, this
benefit may be paid to your designated beneficiary. The Plan Administrator
has forms on which you may designate the beneficiary to receive the death
benefits, and on which your spouse may consent to the designation. If you
are not married, you are free to change your beneficiary designation at any
time. If you are married, your spouse must consent to any change that does
not name him or her as the designated beneficiary. If your beneficiary
should die before you, or if you are not married and for some reason you do
not designate a beneficiary, your death benefits will be paid to your
estate or, if no Personal Representative is appointed for your estate, to
your next of kin under the laws of descent and distribution of the State of
Florida.

C. TOTAL AND PERMANENT DISABILITY. If you become unable to perform
the usual duties of your employment as a result of a total and permanent
disability, you will be entitled to receive 100% of the amount in your
Accounts. For purposes of the Plan, you will be considered to have suffered
a total and permanent disability only if your disability has been certified
to by a physician acceptable to the Plan Administrator within 60 days after
the date of the termination of your employment.

D. RESIGNATION OR DISMISSAL BEFORE YOUR NORMAL RETIREMENT DATE. If
your employment by the Company is terminated for reasons other than
retirement after your Normal Retirement Date, death or disability, you will
be entitled to receive the "vested" portion of your Accounts. (See "19.
What Is the Vested Portion of My Accounts?")

19. WHAT IS THE VESTED PORTION OF MY ACCOUNTS?

The vested portion of your Account containing the Company's contributions
(the "Employer Contribution Account") is determined in accordance with the
following schedule based upon your Years of Service with the Company through the
date of your resignation or termination of employment:

<TABLE>
<CAPTION>
VESTED
NUMBER OF YEARS OF SERVICE INTEREST
- -------------------------- --------
<S> <C>
Less than 1 Year of Service................................. 0%
1 year, but less than 2 years............................... 25%
2 years, but less than 3 years.............................. 50%
3 years, but less than 4 years.............................. 75%
4 years or more............................................. 100%
</TABLE>

If you leave the Company as a result of death or disability (as described
above), or if you leave after you reach your Normal Retirement Date (age 65),
you are 100% vested in your Accounts.

The vested portion of your Employer Contribution Account is in effect the
portion of such account that is not lost upon your termination of employment. If
you leave before you are fully vested (that is, before you are entitled to get
all of your account balance), the amount in which you are not vested will be
forfeited after you incur five consecutive One-Year Breaks in Service or, if
earlier, when you are "cashed out."

PS-12
<PAGE> 69

For these purposes, a "One-Year Break in Service" is a Plan Year in which
you complete fewer than 501 Hours of Service. However, in some cases, if you are
absent because you have had or adopted a child, you might not incur a One Year
Break in Service for certain parts of your absence. You are "cashed out" if you
receive your entire vested portion of your Accounts no later than the end of the
fifth Plan Year following the Plan Year in which the termination of employment
occurs.

The amount you forfeit will be reallocated among the accounts of other
Participants at the end of the five-year Break in Service period or at the end
of the Plan Year in which you are "cashed out." A Participant generally is
entitled to share in the forfeited interests if he or she completes at least
1,000 Hours of Service during the Plan Year in which the forfeiture is deemed to
occur, and if he or she was a Participant as of the end of the Plan Year and the
preceding Plan Year.

EXAMPLE. Bill Brown has completed three Years of Service. The total amount
in his account that consists of Company contributions is $4,000. If he now
resigns from the employment of the Company, he will have a vested interest equal
to 75% of $4,000, or $3,000. The balance of $1,000 will be forfeited when Bill
Brown has fewer than 501 Hours of Service in each Plan Year for five consecutive
Plan Years or, if earlier, when he is "cashed out."

In determining your vested percentage, each Year of Service that you have
with the Company is counted (except years before the Company maintained the
Plan), and certain years if you once left the Company and were later reemployed.
(See "25. What If I Am Rehired After I Leave the Company?")

This vesting method has been created to encourage lengthy service. It is
another way of rewarding you for your long-term contributions to the success of
the Company.

The vesting schedule described above only relates to contributions made by
the Company and any earnings thereon. You are fully vested at all times in any
amounts contributed by you to any rollover or voluntary contribution account;
such amounts therefore may not be forfeited, but they are subject to decrease if
the investments made go down in value.

20. WHEN AND HOW ARE MY BENEFITS TO BE PAID?

If you are entitled to a benefit because of your retirement at or after
your Normal Retirement Age (age 65), payment of your benefit will be made or
will begin as soon as practicable after your retirement.

Payment must begin no later than 60 days after the end of the Plan Year in
which your retirement occurs, or such later date as you may request; however, if
you are a principal owner of the Company, you must begin receiving benefits
shortly after the year you reach age 70 1/2, even if you are still employed at
that time, and if you are not a principal owner, you may have the right to elect
to begin to receive benefits at that age.

If you are entitled to a benefit because of your death, disability or
severance of employment before retirement, payment of your benefit will be made
as soon as practicable after the date of your death, disability or severance of
employment. However, if at the time you are to receive your benefit its value
exceeds $3,500, you will not receive payment of your benefit until you reach
your Normal Retirement Date (age 65), unless you consent to the earlier payment.

A retirement benefit generally will be paid under one of the following
payment options selected by you or, in the event of your death, your
beneficiary:

1. Payment of your benefit in a single lump sum.

2. Payment of your benefit in equal annual installments of at least
$100 per year over a period not extending past your life expectancy or the
joint life expectancy of you and your designated beneficiary. If this
option is selected, the portion of your Accounts that is not used to make
the annual payment will share in the gain or loss, or increase or decrease
in value, resulting during the year from the investment of Trust assets.

Any benefit of $3,500 or less will be paid in a lump sum.

PS-13
<PAGE> 70

With respect to all benefits other than a retirement benefit, your benefit
will be paid in a lump sum.

If your payment is to be made in a lump sum, or in annual installments of
less than 10 years, you will be given the opportunity to elect whether to
receive the funds yourself or whether to have them rolled over from the Plan
directly to an IRA or another employer plan on your behalf. Each alternative
involves different tax and other consequences, which will be referred to in the
information then provided you.

21. ARE MY BENEFITS GUARANTEED BY THE PBGC?

No. Because the Plan is a profit sharing plan, your benefits are not
guaranteed by the Pension Benefit Guaranty Corporation or any other entity or
individual.

22. HOW DO I MAKE A CLAIM FOR BENEFITS?

You do not need to file any form or take any other action in order to
receive benefits under the Plan. However, if you believe that you are not
receiving a benefit that you should, you may file a claim with the Plan
Administrator for the benefit.

Once you file a claim, you should receive written notice within 90 days of
the action taken on the claim. If the Plan Administrator needs more time to
consider your claim, it will so inform you within 90 days, and you will receive
written notice of the decision within 180 days from the date you filed the
claim.

If the claim is denied (either because you receive a written denial or
because you do not receive notice of the action taken within the required time
period), you may ask for a review of your claim. You have 60 days after your
claim is denied to ask the Plan Administrator for this review. During this
60-day period, you have the right to look at all relevant documents and to give
your views and comments in writing. The Plan Administrator must make a decision
within 60 days after it gets your request for review, unless special
circumstances require a longer time (but not more than 120 days after you have
asked for the review). The decision of the Plan Administrator must be given to
you in writing and must include specific reasons for the decision, with specific
references to the Plan provisions on which the decision is based.

If you disagree with the decision of the Plan Administrator, you may sue
the Plan to get the benefit you believe is due you. However, the Company hopes
that any dispute will be resolved without the need for a lawsuit.

23. CAN MY SHARE IN THE PLAN BE ASSIGNED OR ATTACHED?

Generally not. As long as your share in the Plan has not been paid to you,
your share in the Plan generally cannot be pledged or assigned by you, or
reached by any of your creditors. However, if a court issues a qualified
domestic relations order, benefits that otherwise would be paid to you may be
required to be paid to your spouse, former spouse or child.

24. DOES THE PLAN AFFECT MY SOCIAL SECURITY BENEFITS OR PAYMENTS?

No. The benefits of the Plan are in addition to any Social Security
benefits or payments you are entitled to receive.

25. WHAT IF I AM REHIRED AFTER I LEAVE THE COMPANY?

Because of the requirements of the law, there are several rules set forth
in the Plan as to what happens if you are rehired by the Company after you have
once left its employment. These rules are extremely complex, and because they
will not apply to most of the Participants, the Company does not believe it
appropriate to discuss them further in this description. However, if you believe
that one of these rules applies to you and wish a further explanation, please
contact the Plan Administrator.

PS-14
<PAGE> 71

26. WHAT ARE MY RIGHTS UNDER THE PLAN?

The following statement is required by federal law and regulations
concerning your rights under the Plan:

As a Participant in the Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 ("ERISA").
ERISA provides that all Plan Participants shall be entitled to:

Examine, without charge, at the Plan Administrator's office and at
other specified locations, such as worksites, all Plan documents, including
insurance contracts and copies of all documents filed by the Plan with the
U.S. Department of Labor, such as detailed annual reports and Plan
descriptions.

Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may make
a reasonable charge for the copies.

Receive a summary of the Plan's annual financial report. The Plan
Administrator is required by law to furnish each Participant with a copy of
this summary annual report.

Obtain a statement telling you whether you have a right to receive a
benefit at normal retirement age (age 65) and, if so, what your benefits
would be at normal retirement age if you stop working under the Plan now.
If you do not have a right to a benefit, the statement will tell you how
many more years you have to work to get a right to the benefit. This
statement must be requested in writing and is not required to be given more
than once a year. The Plan must provide the statement free of charge.

In addition to creating rights for Plan Participants, ERISA imposes duties
upon the people who are responsible for the operation of the Plan. The people
who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so
prudently and in the interest of you and other Plan Participants and
beneficiaries. No one, including the Company or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
benefit under the Plan or exercising your rights under ERISA. If your claim for
a benefit is denied in whole or in part, you must receive a written explanation
of the reason for the denial. You have the right to have the Plan Administrator
review and reconsider your claim. Under ERISA, there are steps you can take to
enforce the above rights. For instance, if you request materials from the Plan
and do not receive them within 30 days, you may file suit in a federal court. In
such a case, the court may require the Plan Administrator to provide the
materials and pay you up to $100 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the Plan
Administrator. If you have a claim for benefits that is denied or ignored, in
whole or in part, you may file suit in a state or federal court. If it should
happen that the Plan fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are successful,
the court may order the person you have sued to pay these costs and fees. If you
lose, the court may order you to pay these costs and fees. It may do so, for
example, if it finds your claim is frivolous. If you have any questions about
the Plan, you should contact the Plan Administrator. If you have any questions
about this statement or about your rights under ERISA, you should contact the
nearest Area Office of the U.S. Labor-Management Services Administration,
Department of Labor.

27. MAY THE PLAN BE AMENDED OR TERMINATED?

The Company has the right to amend the Plan at any time. Thus, your rights
as discussed in this description may be changed. However, if they are changed
materially, the Company must notify you of the change within a reasonable time.

The Company intends to continue the Plan and to make contributions to it
for an indefinite period. However, the Company has the right to discontinue
contributions to the Plan or even to terminate the Plan at any time. If the
Company terminates the Plan or discontinues contributions to it, you will be
100% vested in your share of the Plan without regard to the number of years you
have worked for the Company.

28. WHAT ARE THE TAX EFFECTS OF THE PLAN?

The Plan is intended and is believed to be qualified under Section 401(a)
of the Internal Revenue Code (the "Code"). As long as the Plan is so qualified:
(1) you and the other Participants do not realize taxable income at

PS-15
<PAGE> 72

the time contributions are made to the Plan; (2) as long as the applicable
contribution limits imposed by the Code are not exceeded, the Company is
entitled to a deduction from its taxable income for the amount of the
contributions made by it to the Plan; and (3) neither the Plan nor you and the
other Participants recognize taxable income or loss on either the realized or
unrealized gain or loss with respect to investments made under the Plan.

Because you do not pay tax on the amounts contributed to the Plan or on any
annual gains within the Trust, the amount of any distribution or withdrawal is
generally taxable to you in full as ordinary income in the year of payment. You
may continue to defer current taxation, however, if you elect to rollover your
account balances to an Individual Retirement Account or directly into another
employer's qualified plan.

If you choose a direct rollover:

- Your payment will not be taxed in the current year and no income tax will
be withheld.

- Your payment will be made directly to your IRA or to another employer
plan that accepts your rollover.

- Your payment will be taxed later when you take it out of the IRA or the
employer plan.

If you choose to have your Plan benefits paid to you:

- You will receive only 80% of the payment because the Plan Administrator
is generally required to withhold 20% of the payment and send it to the
IRS as income tax withholding to be credited against your taxes.

- You can roll over the payment you receive by paying it to your IRA or to
another employer plan that accepts your rollover within 60 days of
receiving the payment. The amount rolled over will not be taxed until you
take it out of the IRA or employer plan.

- If you want to roll over 100% of the payment to an IRA or an employer
plan, you must find other money to replace the 20% that was withheld. If
you roll over only the 80% that you received, you will be taxed on the
20% that was withheld and that is not rolled over.

- Your payment will be taxed in the current year unless you roll it over.
You may be able to use special tax rules that could reduce the tax you
owe. However, if you receive the payment before age 59 1/2, you also may
have to pay an additional 10% penalty tax (see Note).

NOTE: If you receive a payment before you reach age 59 1/2 and you do not roll
it over, then, in addition to the regular income tax, you may have to pay an
extra tax equal to 10% of the taxable portion of the payment. This extra tax is
not due if your benefit is (1) paid to you because you separate from service
after you have reached age 55 or (2) paid because you separate due to
disability, as defined by the Internal Revenue Code or (3) paid to you as a
beneficiary of a deceased Participant or (4) paid to you as an alternate payee
pursuant to a Qualified Domestic Relations Order.

A final distribution from the Plan will generally qualify as a "lump sum
distribution" and may be eligible for special tax treatment. A lump sum
distribution is a payment, within one year, of your entire balance under the
Plan (and other similar plans, if any, of the Company) that is payable to you
because you have reached age 59 1/2 or have separated from service with the
Company. For a payment to qualify as a lump sum distribution, you must have been
a participant in the plan for at least five years. The special tax treatment for
lump sum distributions is described below.

- If you receive a lump sum distribution after you are age 59 1/2, you may
be able to make a one-time election to figure the tax on the payment by
using "5-year averaging". Five-year averaging often reduces the tax you
owe because it treats the payment much as if it were paid over 5 years.
This special rule will not be available for distributions made in tax
years beginning after December 31, 1999.

PS-16
<PAGE> 73

- If you receive a lump sum distribution and you were born before January
1, 1936, you can make a one-time election to figure the tax on the
payment by using "10-year averaging" (using 1986 tax rates). Like the
5-year averaging rules, 10-year averaging often reduces the tax you owe.

The tax laws with respect to distributions and withdrawals from qualified
plans are quite complex and are subject to change. Accordingly, you are urged to
consult your own tax advisor to determine the particular tax
consequences -- Federal, state and local -- that may result from your
participation in the Plan and your receipt of plan withdrawals or distributions.

PS-17
<PAGE> 74

APPENDIX

NAME OF PLAN:

Lamalie Associates, Inc. Profit Sharing Plan

EMPLOYERS WHOSE EMPLOYEES ARE COVERED BY THE PLAN (THE "COMPANY"):

Lamalie Associates, Inc.

IRS EMPLOYER IDENTIFICATION NO. OF COMPANY ADOPTING THE PLAN:

59-2776441

PLAN NUMBER ASSIGNED BY SPONSOR OF THE PLAN:

001

NAME, BUSINESS ADDRESS AND TELEPHONE NUMBER OF THE PLAN ADMINISTRATOR:

Lamalie Associates, Inc.
3903 Northdale Boulevard
Tampa, Florida 33624
(813) 961-7494

The Plan Administrator has designated Jack P. Wissman as its contact.

NAME AND ADDRESS OF AGENT FOR SERVICE OF LEGAL PROCESS:

Mr. Jack P. Wissman
3903 Northdale Boulevard
Tampa, Florida 33624

(Service of legal process may also be made upon a Trustee of the Plan or the
Plan Administrator.)

NAME, TITLE AND BUSINESS ADDRESS OF EACH TRUSTEE OF THE PLAN:

Mr. Jack P. Wissman
3903 Northdale Boulevard
Tampa, Florida 33624
Ms. Cynthia S. Jetmore
3903 Northdale Boulevard
Tampa, Florida 33624

NAME AND ADDRESS OF EACH INVESTMENT MANAGER OF THE PLAN:

The Vanguard Group of Investment Companies
Vanguard Financial Center
Valley Forge, PA 19482
The Scudder Funds
Post Office Box 2291
Boston, MA 02107-2291

AIM Advisors, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX 77046
T. Rowe Price Services, Inc.
Post Office Box No. 8900
Baltimore, MD 21289-0250

ENDING DATE OF THE PLAN YEAR:

Last day of February

PS-18
<PAGE> 75

LAMALIE ASSOCIATES, INC.

PROFIT-SHARING PLAN
PROSPECTUS SUPPLEMENT INVESTMENT DESIGNATIONS

INVESTMENT DESIGNATIONS:

This represents the Plan's authorization to invest my entire account
balance, including both existing profit sharing dollars together with any
interim earnings, gains or losses, as designated below. I understand that these
designations will be effective for the period commencing with the completion of
the Offering, and that I will next be eligible to change these percentages
effective October 1, 1997.

(PLEASE USE 5% INCREMENTS)

<TABLE>
<CAPTION>
CURRENT NEW
DESIGNATIONS DESIGNATIONS
------------ ------------
<S> <C> <C>
Vanguard Money Market Reserves -- Prime Portfolio........... % %

Vanguard Admiral Short-term U.S. Treasury Portfolio.........

Vanguard Bond Index Fund -- Total Bond Market Portfolio.....

T. Rowe Price International Bond Fund.......................

Vanguard S&P 500 Index Trust................................

AIM Aggressive Growth Fund..................................

Vanguard European Equity Index Trust........................

Vanguard Pacific Equity Index Trust.........................

Scudder Latin America Fund..................................

Lamalie Associates, Inc. Common Stock....................... % %
---- ---
(Investment in Common Stock may not exceed 10% of total
account balance.)

Total............................................... 100% 100%
==== ===
- -------------------------------------------------------- ------------------------------
Signature Date
</TABLE>

PLEASE RETURN THIS FORM TO THE ATTENTION OF MARILYN LONG ON OR BEFORE 12:00 NOON
ON 1997. THE AUTHORIZATION SET FORTH ABOVE WILL NOT BE EFFECTIVE AND
NO PORTION OF YOUR ACCOUNT BALANCE WILL BE USED TO PURCHASE SHARES IN THE
OFFERING UNLESS THIS FORM IS RETURNED NO LATER THAN SUCH DATE AND TIME.

PS-19
<PAGE> 76

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 8,364
NASD filing fee............................................. 3,260
Nasdaq listing fees......................................... 31,000*
Printing and engraving expenses............................. 150,000*
Accounting fees and expenses................................ 200,000*
Legal fees and expenses..................................... 210,000*
Blue Sky fees and expenses.................................. 5,000*
Transfer Agent's fees and expenses.......................... 2,000*
Miscellaneous............................................... 90,376*
--------
Total............................................. $700,000*
========
</TABLE>

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

* Estimated

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director 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 provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person 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, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Under the terms of the Company's Articles of Incorporation and Bylaws, the
Company may indemnify any director, officer or employee or any former director,
officer or employee to the fullest extent permitted by law.

The Company intends to enter into indemnity agreements with each of its
directors and certain officers which provide that the Company will indemnify
such persons against any costs and expenses, judgments,

II-1
<PAGE> 77

settlements and fines incurred in connection with any claim involving such
person by reason of his or her position as director or officer, provided that
such person meets certain standards of conduct.

The underwriters also will agree to indemnify the directors and officers of
the Company against certain liabilities pursuant to the Underwriting Agreement
(see Exhibit 1, to be filed by amendment).

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the Company has issued 1,639,000 shares of
Common Stock to 45 of its current and former professional employees in 74
transactions for an aggregate of $2,348,510. The Company believes that all such
transactions were exempt from registration pursuant to Section 4(2) and/or Rule
701 under the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
1 -- Form of Underwriting Agreement
3.1 -- Form of Articles of Incorporation to be in effect upon
completion of the Offering to which this Registration
Statement relates
3.2 -- Form of Bylaws to be in effect upon completion of the
Offering to which this Registration Statement relates
4 -- Form of Common Stock Certificate
5 -- Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis, as to the legality of the Common Stock being
Registered
10.1 -- 1997 Omnibus Stock and Incentive Plan
10.2 -- Non-Employee Directors' Stock Option Plan
10.3 -- Profit Sharing Plan
10.4 -- 1997 Employee Stock Purchase Plan
10.5 -- Form of Agreement for Deferred Compensation Plan
10.6 -- Managing Partners' Compensation Plan+*
10.7 -- Partners' Compensation Plan+*
10.8 -- Employment Agreement for Mr. Gow+*
10.9 -- Employment Agreement for Mr. H. Johnson+*
10.10 -- Employment Agreement for Mr. Rothschild+*
10.11 -- Form of Indemnification Agreement for Directors and Certain
Officers
10.12 -- Directors' Deferral Plan
23.1 -- Consent of Counsel to the Company (included in Exhibit 5)
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Joe D. Goodwin
23.4 -- Consent of Roderick C. Gow
23.5 -- Consent of John S. Rothschild
23.6 -- Consent of Ray J. Groves
23.7 -- Consent of Richard W. Pogue
23.8 -- Consent of John C. Pope
27 -- Financial Data Schedule* (for SEC use only)
</TABLE>

II-2
<PAGE> 78

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

* Previously filed.

+ Confidential treatment has been requested with respect to portions of this
Exhibit.

(B) FINANCIAL STATEMENT SCHEDULE:
Report of Independent Certified Public Accountants
Schedule II: Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14, or otherwise, the
registrant 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 of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 registrant 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 of 1933 and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt deliver to each purchaser.

The undersigned registrant hereby undertakes that:

i. For purposes of determining any liability under the Securities Act
of 1933, 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.

ii. For the purpose of determining any liability under the Securities
Act of 1933, 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-3
<PAGE> 79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on the 3rd day of June, 1997.

LAMALIE ASSOCIATES, INC.

By: /s/ ROBERT L. PEARSON
------------------------------------
Robert L. Pearson
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/ ROBERT L. PEARSON President and Chief Executive
- ----------------------------------------------------- Officer and Director
Robert L. Pearson (Principal Executive Officer) June 3, 1997

/s/ JACK P. WISSMAN Executive Vice President, Chief
- ----------------------------------------------------- Administrative and Financial
Jack P. Wissman Officer and Director
(Principal Financial Officer) June 3, 1997

/s/ PHILIP R. ALBRIGHT Director of Finance and
- ----------------------------------------------------- Controller (Principal
Philip R. Albright Accounting Officer) June 3, 1997

/s/ JOHN F. JOHNSON Chairman of the Board of
- ----------------------------------------------------- Directors June 3, 1997
John F. Johnson

*/s/ MICHAEL E. BRENNER Director June 3, 1997
- -----------------------------------------------------
Michael E. Brenner

*/s/ ARTHUR J. DAVIDSON Director June 3, 1997
- -----------------------------------------------------
Arthur J. Davidson

*/s/ MARK P. ELLIOTT Director June 3, 1997
- -----------------------------------------------------
Mark P. Elliott

*/s/ DAVID W. GALLAGHER Director June 3, 1997
- -----------------------------------------------------
David W. Gallagher

*/s/ HAROLD E. JOHNSON Director June 3, 1997
- -----------------------------------------------------
Harold E. Johnson
</TABLE>

*By: /s/ JACK P. WISSMAN

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

Jack P. Wissman,

Attorney-in-Fact

II-4
<PAGE> 80

REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS

To the Board of Directors of
Lamalie Associates, Inc.:

We have audited in accordance with generally accepted auditing standards, the
financial statements of Lamalie Associates, Inc. included in this registration
statement and have issued our report thereon dated April 11, 1997 (except with
respect to the matters discussed in Note 9, as to which the date is June 3,
1997). Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index in Item
16(b) is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

Tampa, Florida

April 11, 1997

(except with respect to the matters discussed in

Note 9, as to which the date is June 3, 1997)

S-1
<PAGE> 81

SCHEDULE II

LAMALIE ASSOCIATES, INC.

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END OF
DESCRIPTION OF PERIOD EXPENSES PERIOD
- ----------- ---------- ---------- ----------
<S> <C> <C> <C>
Year ended February 28, 1995
Deducted from asset account:
Allowance for doubtful accounts........................... $138,000 $137,000 $275,000
-------- -------- --------
Year ended February 29, 1996
Deducted from asset account:
Allowance for doubtful accounts........................... $275,000 $350,000 $625,000
-------- -------- --------
Year ended February 28, 1997
Deducted from asset account:
Allowance for doubtful accounts........................... $625,000 $265,000 $890,000
-------- -------- --------
</TABLE>

S-2
<PAGE> 82

EXHIBIT INDEX

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

* Previously filed.

+ Confidential treatment has been requested with respect to portions of this
Exhibit.

(B) FINANCIAL STATEMENT SCHEDULE:
Report of Independent Certified Public Accountants
Schedule II: Valuation and Qualifying Accounts

<PAGE> 1
EXHIBIT 1

LAMALIE ASSOCIATES, INC.

2,000,000 Shares of Common Stock*

FORM OF
UNDERWRITING AGREEMENT

, 1997
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ROBERT W. BAIRD & CO. INCORPORATED
WILLIAM BLAIR & COMPANY, L.L.C.
As Representatives of the Several Underwriters
Identified in Schedule I Annexed Hereto
c/o Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

SECTION 1. INTRODUCTORY. Lamalie Associates, Inc., a Florida
corporation, (the "Company"), proposes to sell 2,000,000 shares (the "Firm
Shares") of common stock, $.01 par value per share (the "Common Stock"), to the
several underwriters identified in Schedule I annexed hereto (the
"Underwriters"), who are acting severally and not jointly. In addition, the
Company agreed to grant to the Underwriters an option to purchase up to 300,000
additional shares of Common Stock (the "Optional Shares") as provided in
Section 5 hereof. The Firm Shares and, to the extent such option is exercised,
the Optional Shares are hereinafter collectively referred to as the "Shares."

You, as representatives of the Underwriters (the
"Representatives"), have advised the Company that the Underwriters propose to
make a public offering of their respective portions of the Shares as soon
hereafter as in your judgment is advisable and that the public offering price
of the Shares initially will be [$_____] per share.

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* Plus an option to acquire up to 300,000 additional shares of Common
Stock from the Company to cover over-allotments.

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The Company hereby confirms agreements with the Underwriters
as follows:

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents and warrants to, and agrees with, the several Underwriters,
and shall be deemed to represent and warrant to the several Underwriters on
each Closing Date (as hereinafter defined), that:

(a) The Company has been duly incorporated and is validly
existing as a corporation and in good standing under the laws of its
jurisdiction of incorporation, with full corporate power and authority to own,
lease and operate its properties and to conduct its business as presently
conducted and described in the Prospectus and the Registration Statement (as
such terms are hereinafter defined). The Company is duly registered and
qualified to do business as a foreign corporation under the laws of, and is in
good standing as such in, each jurisdiction in which such registration or
qualification is required, except where the failure to so register or qualify
would not have a material adverse effect on the condition (financial or other),
business, property, net worth, results of operations or prospects of the
Company (a "Material Adverse Effect"). No proceeding has been instituted in any
such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit
or curtail, such power and authority or qualification. Complete and correct
copies of the certificate of incorporation and by-laws, as amended or restated
("Articles of Incorporation" and "By-laws," respectively), of the Company as in
effect on the date hereof have been delivered to the Representatives, and no
changes thereto will be made on or subsequent to the date hereof and prior to
each Closing Date.

(b) All of the shares of Common Stock issued and outstanding
immediately prior to the issuance and sale of the Shares as set forth in the
Prospectus have been duly authorized and validly issued, are fully paid and
nonassessable and conform to the description thereof contained in the
Prospectus and the Registration Statement. There are no preemptive,
preferential or, except as described in the Prospectus, other rights to
subscribe for or purchase any shares of Common Stock (including the Shares),
and no shares of Common Stock have been issued in violation of such rights. The
Shares to be issued and sold to the Underwriters have been duly authorized and,
when issued, delivered and paid for pursuant to this Agreement, will be validly
issued, fully paid and nonassessable and will conform to the description
thereof contained in the Prospectus and the Registration Statement. The
delivery of certificates for the Shares to be issued and sold hereunder and
payment therefor pursuant to the terms of this Agreement will pass valid title
to such Shares to the Underwriters, free and clear of any lien, claim,
encumbrance or defect in title. Except as described in the Prospectus, there
are no outstanding options, warrants or other rights of any description,
contractual or otherwise, entitling any person to be issued any class of
security by the Company, and there are no holders of Common Stock or other
securities of the Company, or of securities that are convertible or
exchangeable into Common Stock or other securities of the Company, that have
rights to the registration of such Common Stock or securities under the
Securities Act of 1933, as amended, and the regulations thereunder (together,
the "Act") or the securities laws or regulations of any of the states (the
"Blue Sky Laws").

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(c) The Company has no subsidiaries and does not own any
equity interest in or control, directly or indirectly, any other corporation,
limited liability company, partnership, joint venture, association, trust or
other business organization.

(d) The Company has full corporate power and authority to
enter into and perform this Agreement, and the execution and delivery by the
Company of this Agreement and the performance by the Company of its obligations
hereunder and the consummation of the transactions described herein, have been
duly authorized with respect to the Company by all necessary corporate action
and will not: (i) violate any provisions of the Articles of Incorporation or
By-laws of the Company; (ii) violate any provisions of, or result in the
breach, modification or termination of, or constitute a default under, any
provision of any agreement, lease, franchise, license, indenture, permit,
mortgage, deed of trust, evidence of indebtedness or other instrument to which
the Company is a party or by which the Company, or any property owned or leased
by the Company, may be bound or affected; (iii) violate any statute, ordinance,
rule or regulation applicable to the Company, or order or decree of any court,
regulatory or governmental body, arbitrator, administrative agency or
instrumentality of the United States or other country or jurisdiction having
jurisdiction over the Company; or (iv) result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the Company. No
consent, approval, authorization or other order of any court, regulatory or
governmental body, arbitrator, administrative agency or instrumentality of the
United States or other country or jurisdiction is required for the execution
and delivery of this Agreement by the Company, the performance of its
obligations hereunder or the consummation of the transactions contemplated
hereby, except for compliance with the Act, the Securities Exchange Act of
1934, as amended, and the regulations thereunder (together, the "Exchange
Act"), the Blue Sky Laws applicable to the public offering of the Shares by the
several Underwriters and the clearance of such offering and the underwriting
arrangements evidenced hereby with the National Association of Securities
Dealers, Inc. (the "NASD"). This Agreement has been duly executed and delivered
by and on behalf of the Company and is a valid and binding agreement of the
Company enforceable against the Company in accordance with its terms.

(e) A registration statement on Form S-1 (Reg. No.
333-_______) with respect to the Shares, including a preliminary form of
prospectus and a preliminary form of prospectus supplement relating to the
offer and sale of Shares and of participation interests in the Company's Profit
Sharing Plan (the "Profit Sharing Plan") to the trustee of the Profit Sharing
Trust, at the election and for the account of participants thereof, has been
carefully prepared by the Company in conformity with the requirements of the
Act and has been filed with the Securities and Exchange Commission (the
"Commission"). Such registration statement, as finally amended and revised at
the time such registration statement was or is declared effective by the
Commission (including all financial schedules and exhibits and including the
information contained in the form of final prospectus and related prospectus
supplement, if any, filed with the Commission pursuant to Rule 424(b) and Rule
430A under the Act and deemed to be part of the registration statement if the
registration statement has been declared effective pursuant to Rule 430A(b))
and as thereafter amended by post-effective amendment or as supplemented by any
supplements thereto,

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if any, is herein referred to as the "Registration Statement." If an
abbreviated registration statement is prepared and filed with the Commission in
accordance with Rule 462(b) under the Act (an "Abbreviated Registration
Statement"), the term "Registration Statement" as used in this Agreement
includes the Abbreviated Registration Statement. The final prospectus and the
related prospectus supplement, each in the form first filed with the Commission
pursuant to Rule 424(b) or, if no such filing is required, as included in the
Registration Statement, or any supplement thereto, is herein referred to
collectively as the "Prospectus." The prospectus and the related prospectus
supplement, each as subject to completion and in the forms included in the
Registration Statement at the time of the initial filing of the Registration
Statement with the Commission, and each such prospectus and related prospectus
supplement as amended from time to time until the date of the Prospectus, is
referred to herein collectively as the "Preliminary Prospectus." The Company
has prepared and filed such amendments to the Registration Statement since its
initial filing with the Commission, if any, as may have been required to the
date hereof, and will file such additional amendments thereto as may hereafter
be required. There have been delivered to the Representatives two signed copies
of the Registration Statement and each amendment thereto, if any, together with
two copies of each exhibit filed therewith, and such number of conformed copies
for each of the Underwriters of the Registration Statement and each amendment
thereto, if any (but without exhibits), and of each Preliminary Prospectus and
of the Prospectus as the Representatives have requested.

(f) Neither the Commission nor any state securities
commission has issued any order preventing or suspending the use of any
Preliminary Prospectus, nor, to the knowledge of the Company, have any
proceedings for that purpose been initiated or threatened, and each Preliminary
Prospectus filed with the Commission as part of the Registration Statement as
originally filed or as part of any amendment or supplement thereto complied
when so filed with the requirements of the Act and, as of its date, did not
include any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading. As of the effective date of the Registration Statement, and at
all times subsequent thereto up to each Closing Date, the Registration
Statement and the Prospectus contained or will contain all statements that are
required to be stated therein in accordance with the Act and conformed or will
conform in all respects to the requirements of the Act, and neither the
Registration Statement nor the Prospectus included or will include any untrue
statement of a material fact or omitted or will omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. Neither the Company, nor any person that controls, is controlled by
(including the Subsidiaries) or is under common control with the Company, has
distributed or will distribute prior to each Closing Date any offering material
in connection with the offering and sale of the Shares other than a Preliminary
Prospectus, the Prospectus, the Registration Statement or other materials
permitted by the Act and provided to the Representatives.

(g) Arthur Andersen LLP, which has expressed its opinion with
respect to the financial statements and schedules filed with the Commission and
included as a part of each

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Preliminary Prospectus, the Prospectus or the Registration Statement are
independent accountants as required by the Act.

(h) The financial statements and the related notes thereto
included in each Preliminary Prospectus, the Prospectus and the Registration
Statement present fairly the financial position, results of operations and cash
flows of the Company as of their respective dates or for the respective periods
covered thereby, all in conformity with generally accepted accounting
principles consistently applied throughout the periods involved. The financial
statement schedules, if any, included in the Registration Statement present
fairly the information required to be stated therein on a basis consistent with
the financial statements of the Company contained therein. The pro forma
financial statements, together with the related schedules and notes, if any, in
each Preliminary Prospectus, the Prospectus and the Registration Statement (i)
have been prepared on a basis consistent with such historical financial
statements, except for the pro forma adjustments specified therein, (ii) give
effect to the pro forma adjustments specified therein, which adjustments are
based on reasonable assumptions, and (iii) present fairly the historical and
proposed transactions specified therein. The other financial information and
statistical and data included in each Preliminary Prospectus, the Prospectus
and the Registration Statement, whether historical or pro forma, are, in all
material respects, accurately presented and prepared on a basis consistent with
such financial statements and the books and records of the Company. The
financial statements and schedules and the related notes thereto included in
each Preliminary Prospectus, the Prospectus or the Registration Statement are
the only such financial statements and schedules required under the Act to be
set forth therein. The Company had an outstanding capitalization as set forth
in the Registration Statement and under "Capitalization" in the Prospectus as
of the date indicated therein, and there has been no material change thereto
since such date except as disclosed in the Prospectus.

(i) The Company is not and, with the giving of notice or
passage of time or both, would be, in violation or in breach of: (i) its
Articles of Incorporation or By-laws; (ii) any statute, ordinance, order, rule
or regulation applicable to the Company; (iii) any order or decree of any
court, regulatory body, arbitrator, administrative agency or other
instrumentality of the United States or other country or jurisdiction having
jurisdiction over the Company; or (iv) any provision of any agreement, lease,
franchise, license, indenture, permit, mortgage, deed of trust, evidence of
indebtedness or other instrument to which the Company is a party or by which
any property owned or leased by the Company is bound or affected. The Company
has not received notice of any violation of any applicable statute, ordinance,
order, rule or regulation applicable to the Company. The Company has obtained
and holds, and is in compliance with, all permits, certificates, licenses,
approvals, registrations, franchises, consents and authorizations of
governmental or regulatory authorities required under all laws, rules and
regulations in connection with its business (hereinafter "permit" or
"permits"), and all of such permits are in full force and effect; and the
Company has fulfilled and performed all of its obligations with respect to each
such permit and no event has occurred which would result in, or after notice or
lapse of time would result in, revocation or termination of any such permit or
result in any other impairment of the rights of the holder of such permit. The
Company is not and has not been (by virtue of any

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action, omission to act, contract to which it is a party or other occurrence)
in violation of any applicable foreign, federal, state, municipal or local
statutes, laws, ordinances, rules, regulations or orders (including those
relating to environmental protection, occupational safety and health and equal
employment practices) heretofore or currently in effect.

(j) There are no legal or governmental proceedings or
investigations pending or, to the knowledge of the Company, threatened to which
the Company is or may be a party or to which any property owned or leased by
the Company is or may be subject, including, without limitation, any such
proceedings that are related to environmental or employment discrimination
matters, which are required to be described in the Registration Statement or
the Prospectus which are not so described, or which question the validity of
this Agreement or any action taken or to be taken pursuant hereto. Except as
described in the Registration Statement or the Prospectus, the Company: (i) is
not in violation of any statute, ordinance, rule or regulation, or any
decision, order or decree of any court, regulatory body, arbitrator,
administrative agency or other instrumentality of the United States or other
country or jurisdiction having jurisdiction over the Company relating to the
use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environmental or human exposure to hazardous
or toxic substances (collectively, "environmental laws"); (ii) does not own or
operate any real property contaminated with any substance that is subject to
any environmental laws; (iii) is not liable for any off-site disposal or
contamination pursuant to any environmental laws; and (iv) is not subject to
any claim relating to any environmental laws, which violation, contamination,
liability or claim could have a Material Adverse Effect.

(k) There is no transaction, relationship, obligation,
agreement or other document required to be described in the Registration
Statement or the Prospectus or to be filed or deemed to be filed as an exhibit
to the Registration Statement by the Act, which has not been described or filed
as required. All such contracts or agreements to which the Company is a party
have been duly authorized, executed and delivered by the Company, constitute
valid and binding agreements of the Company, and are enforceable by and against
the Company, in accordance with the respective terms thereof.

(l) The Company does not own any real property. The Company
has good and valid title to all property and assets reflected as owned by the
Company in the Company's financial statements included in the Registration
Statement (or elsewhere in the Registration Statement or the Prospectus), free
and clear of all liens, claims, mortgages, security interests or other
encumbrance of any kind or nature whatsoever except those, if any, reflected in
such financial statements (or elsewhere in the Registration Statement or the
Prospectus). All property (real and personal) held or used by the Company under
leases, licenses, franchises or other agreements is held by the Company under
valid, subsisting, binding and enforceable leases, franchises, licenses or
other agreements.

(m) Neither the Company nor any person that controls, is
controlled by or is under common control with the Company has taken or will
take, directly or indirectly, any action

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designed to cause or result in, or which constituted, or which could cause or
result in, stabilization or manipulation, under the Exchange Act or otherwise,
of the price of any security of the Company to facilitate the sale or resale of
the Common Stock.

(n) Except as described in the Registration Statement or the
Prospectus, since the respective dates as of which information is given in the
Registration Statement or the Prospectus and prior to each Closing Date: (i)
the Company does not have or will not have incurred any liability or
obligation, direct or contingent, or entered into any transaction, that is
material to the Company, except as in the ordinary course of business; (ii) the
Company has not and will not have paid or declared any dividend or other
distribution with respect to its capital stock and the Company is not and will
not be delinquent in the payment of principal or interest on any outstanding
debt obligation; and (iii) there has not been and will not have been any change
in the capital stock, any material change in the indebtedness of the Company,
or any change or development involving or which could be expected to involve, a
Material Adverse Effect, whether or not arising from transactions in the
ordinary course of business.

(o) Neither the Company nor any person that controls, is
controlled by or is under common control with the Company has, directly or
indirectly: (i) made any unlawful contribution to any candidate for political
office, or failed to disclose fully any contribution in violation of law; or
(ii) made any payment to any federal, state or foreign governmental officer or
official, or other person charged with similar public or quasi-public duties,
other than payments required or permitted by the laws of the United States or
any jurisdiction thereof or applicable foreign jurisdictions.

(p) The Company owns or possesses adequate rights to use all
patents, patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights and licenses presently
used in or necessary for the conduct of its business or ownership of its
properties, and the Company has not violated or infringed upon the rights of
others, or received any notice of conflict with the asserted rights of others,
in respect thereof.

(q) The Company has in place and effective such policies of
insurance, with limits of liability in such amounts, as are normal and prudent
in the ordinary course of the business of the Company.

(r) No labor dispute with the employees of the Company exists
or, to the knowledge of the Company, is imminent, and the Company is not a
party to any collective bargaining agreement and, to the knowledge of the
Company, no union organizational attempts have occurred or are pending. There
has been no change in the relationship of the Company with any of its principal
suppliers, manufacturers, contractors or customers resulting in or that could
result in a Material Adverse Effect.

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(s) The Company is not an "investment company", an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act
of 1940, as amended.

(t) All federal, state and local tax returns required to be
filed by or on behalf of the Company have been filed (or are the subject of
valid extension) with the appropriate federal, state and local authorities, and
all such tax returns, as filed, are accurate in all material respects; all
federal, state and local taxes (including estimated tax payments) required to
be shown on all such tax returns or claimed to be due from or with respect to
the business of the Company have been paid or reflected as a liability on the
financial statements of the Company for appropriate periods; all deficiencies
asserted as a result of any federal, state or local tax audits have been paid
or finally settled, and no issue has been raised in any such audit which, by
application of the same or similar principles, reasonably could be expected to
result in a proposed deficiency for any other period not so audited; no state
of facts exist or has existed which would constitute grounds for the assessment
of any tax liability with respect to the periods which have not been audited by
appropriate federal, state or local authorities; there are no outstanding
agreements or waivers extending the statutory period of limitation applicable
to any federal, state or local tax return of any period; and the Company has
never been a member of an affiliated group of corporations filing consolidated
federal income tax returns, other than a group of which the Company is and has
been the common parent. On [DATE], the Company validly elected to be an S
corporation under federal income tax law and such S corporation election
continued in full force and effect without interruption until November 1, 1994.
For purposes of this Section 2(t), "S corporation" means a corporation with
respect to which a valid election has been made under Section 1362 of the
Internal Revenue Code of 1986, as amended (the "Code"), and any corresponding
provision of state, local or foreign law.

(u) Except for the Company's [NAME EACH GROUP HEALTH, LIFE,
DISABILITY OR OTHER WELFARE PLAN], the Profit Sharing Plan and its deferred
compensation plan for employees, deferred compensation plan for directors, and
[NAME ANY OTHER CONTRIBUTORY OR NONCONTRIBUTORY DEFINED CONTRIBUTION RETIREMENT
PLAN AND DEFINED BENEFIT RETIREMENT PLANS] (collectively, the "Plans"), the
Company is not a participating employer or plan sponsor with respect to any
employee pension benefit plan as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or any employee
welfare benefit plan as defined in Section 3(1) of ERISA, including, without
limitation, any multiemployer welfare or pension plan. With respect to the
Plans, the Company is in substantial compliance with all applicable
regulations, including ERISA and the Code. With respect to each defined benefit
retirement plan, such plan does not have benefit liabilities (as defined in
Section 4001(a)(16) of ERISA) exceeding the assets of the plan. The Company or
the administrator of each of the Plans, as the case may be, has timely filed
the reports required to be filed by ERISA and the Code in connection with the
maintenance of the Plans, and no facts, including, without limitation, any
"reportable event" as defined by ERISA and the regulations thereunder, exist in
connection with the Plans which, under applicable law, would constitute grounds
for the termination of any of the Plans by the Pension

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Benefit Guaranty Corporation or for the appointment by the appropriate United
States District Court of a trustee to administer any of the Plans.

(v) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that: (i) transactions are
executed in accordance with management's general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of
consolidated financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii) access
to assets is permitted only in accordance with management's general or specific
authorizations; and (iv) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.

(w) None of the Company, any officer or director of the
Company, or any person who owns, of record or beneficially, any class of
securities issued by the Company is: (i) an officer, director or partner of any
brokerage firm, broker or dealer that is a member of the NASD ("NASD Member");
or (ii) directly or indirectly, a "person associated with" an NASD member or an
"affiliate" of an NASD member, as such terms are used in the Conduct Rules of
the NASD. In addition, the Company has not issued or transferred any Common
Stock, warrants, options or other securities, or any other items of value, to
any of the Underwriters or any "related person" of any Underwriter, as such
term is used in the Conduct Rules of the NASD, except as provided in this
Agreement.

(x) The Company has prepared and filed with the Commission a
registration statement for the Common Stock pursuant to Section 12(g) of the
Exchange Act. Such registration statement either has been declared effective by
the Commission under the Exchange Act or will be declared effective by the
Commission prior to or concurrently with the commencement of the public
offering of the Shares. The Common Stock has been approved for designation upon
notice of issuance as a Nasdaq National Market security on The Nasdaq Stock
Market ("Nasdaq") concurrently with the effectiveness of the Registration
Statement.

(y) Neither the Company nor any affiliate of the Company does
business with the government of Cuba or with any person or affiliate located in
Cuba within the meaning of Section 517.075 of the Florida Statutes, and the
Company agrees to comply with such Section if, prior to the completion of the
distribution of the Shares, the Company, or any affiliate of the Company
commences doing such business.

(z) All offers and sales of the securities of the Company
prior to the date hereof were made in compliance with the Act and all other
applicable state and federal laws or regulations.

(aa) The Company has obtained for the benefit of the
Underwriters the agreement, enforceable by Robert W. Baird & Co. Incorporated
("Baird"), of each of the current stockholders of the Company, that for a
period of two years after the date of the Prospectus, such

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persons will not, without the prior written consent of Baird, directly or
indirectly, offer, sell, transfer, or pledge, contract to sell, transfer or
pledge, or cause or in any way permit to be sold, transferred, pledged, or
otherwise disposed of, any shares of Common Stock owned by such persons on the
date hereof (excluding shares of Common Stock that may be issued upon the
exercise of stock options currently outstanding or that may be granted under
the Company's 1997 Omnibus Stock and Incentive Plan and its Non-Employee
Directors' Stock Option Plan, or any Firm Shares or Optional Shares any of such
persons may acquire, directly or indirectly as participants in the Profit
Sharing Plan).

A certificate signed by any officer of the Company and
delivered to the Representatives or to counsel for the Underwriters shall be
deemed a representation and warranty by the Company to the Underwriters as to
the matters covered thereby. A certificate delivered by the Company to its
counsel for purposes of enabling such counsel to render the opinion referred to
in Section 8(d) will also be furnished to the Representatives and counsel for
the Underwriters and shall be deemed to be additional representations and
warranties to the Underwriters by the Company as to the matters covered
thereby.

SECTION 3. REPRESENTATION OF UNDERWRITERS. The
Representatives will act as the representatives for the several Underwriters in
connection with the public offering of the Shares, and any action under or in
respect of this Agreement taken by the Representatives will be binding upon all
of the Underwriters.

SECTION 4. INFORMATION FURNISHED BY THE UNDERWRITERS. The
information set forth in the last paragraph on the outside front cover page of
the Prospectus concerning the terms of the offering by the Underwriters, the
paragraph on the inside front cover page of the Prospectus relating to
stabilization practices, and the concession and reallowance amounts appearing
under the caption "Underwriting" in the Prospectus constitute all of the
information furnished to the Company by and on behalf of the Underwriters for
use in connection with the preparation of the Registration Statement and the
Prospectus, as such information is referred to in this Agreement.

SECTION 5. PURCHASE, SALE AND DELIVERY OF SHARES.

(a) On the basis of the representations, warranties and
agreements herein contained, and subject to the terms and conditions herein set
forth, the Company agrees to sell to the Underwriters identified in Schedule I
annexed hereto 2,000,000 Firm Shares, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company that number of Firm
Shares set forth opposite the name of such Underwriter on Schedule I hereto, at
the price per share of $__________.

(b) On the First Closing Date (as hereinafter defined), the
Company will deliver to the Representatives, at the offices of Robert W. Baird
& Co. Incorporated, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, or
through the facilities of The Depository Trust Company, for the accounts of the
several Underwriters, certificates representing the Firm Shares

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to be sold against payment in Milwaukee, Wisconsin of the purchase price
therefor by certified or official bank check or checks in New York Clearing
House (next day) funds payable to the order of the Company with respect to the
Firm Shares. As referred to in this Agreement, the "First Closing Date" shall
be on the third full business day after the date of the Prospectus, at 9:00
a.m., Milwaukee, Wisconsin time, or at such other date or time not later than
ten full business days after the date of the Prospectus as the Representatives
and the Company may agree. The certificates for the Firm Shares to be so
delivered will be in denominations and registered in such names as the
Representatives request by notice to the Company prior to the First Closing
Date, and such certificates will be made available for checking and packaging
at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day
preceding the First Closing Date at a location to be designated by the
Representatives.

(c) In addition, on the basis of the representations,
warranties and agreements herein contained, and subject to the terms and
conditions herein set forth, the Company hereby agrees to sell to the
Underwriters, and the Underwriters, severally and not jointly, shall have the
right at any time within thirty days after the date of the Prospectus to
purchase from the Company, up to 300,000 Optional Shares at the purchase price
per share to be paid for the Firm Shares, for use solely in covering any
over-allotments made by the Underwriters in the sale and distribution of the
Firm Shares. The option granted hereunder may be exercised upon notice by the
Representatives to the Company within thirty days after the date of the
Prospectus setting forth the aggregate number of Optional Shares to be
purchased by the Underwriters and sold by the Company, the names and
denominations in which the certificates for such shares are to be registered
and the date and place at which such certificates will be delivered. Such date
of delivery (the "Second Closing Date") shall be determined by the
Representatives, provided that the Second Closing Date, which may be the same
as the First Closing Date, shall not be earlier than the First Closing Date
and, if after the First Closing Date, shall not be earlier than three nor later
than ten full business days after delivery of such notice to exercise. Upon
exercise of such option, each Underwriter, severally and not jointly, agrees to
purchase that number of full Optional Shares (as nearly as practicable in full
shares as determined by the Representatives) which bears the same proportion to
the total number of Optional Shares to be sold as the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule I hereto (or such
number of Firm Shares increased as set forth in Section 11 hereof) bears to the
total number of Firm Shares. Certificates for the Optional Shares will be made
available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time,
on the first full business day preceding the Second Closing Date at a location
to be designated by the Representatives. The manner of payment for and delivery
of (including the denominations of and the names in which certificates are to
be registered) the Optional Shares shall be the same as for the Firm Shares.

(d) The Representatives have advised the Company that each
Underwriter has authorized the Representatives to accept delivery of the Shares
and to make payment therefor. It is understood that the Representatives,
individually and not as representatives of the Underwriters, may (but shall not
be obligated to) make payment for any Shares to be purchased by any Underwriter
whose funds shall not have been received by the Representatives by the First
Closing

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<PAGE> 12

Date or the Second Closing Date, as the case may be, for the account of such
Underwriter, but any such payment shall not relieve such Underwriter from any
obligation under this Agreement. As referred to in this Agreement, "Closing
Date" shall mean either the First Closing Date or the Second Closing Date.

SECTION 6. COVENANTS OF THE COMPANY. The Company covenants
and agrees with the several Underwriters that:

(a) If the effective time of the Registration Statement is
not prior to the execution and delivery of this Agreement, the Company will use
its best efforts to cause the Registration Statement to become effective at the
earliest possible time and, upon notification from the Commission that the
Registration Statement has become effective, will so advise the Representatives
and counsel to the Underwriters promptly. If the effective time of the
Registration Statement is prior to the execution and delivery of this Agreement
and any information shall have been omitted therefrom in reliance upon Rule
430A, the Company, at the earliest possible time, will furnish the
Representatives with a copy of the Prospectus to be filed by the Company with
the Commission to comply with Rule 424(b) and Rule 430A under the Act and, if
the Representatives do not object to the contents thereof, will comply with
such Rules. Upon compliance with such Rules, the Company will so advise the
Representatives promptly. The Company will advise the Representatives and
counsel to the Underwriters promptly of the issuance by the Commission or any
state securities commission of any stop order suspending the effectiveness of
the Registration Statement or of the institution of any proceedings for that
purpose, or of any notification of the suspension of qualification of the
Shares for sale in any jurisdiction or the initiation or threatening of any
proceedings for that purpose, and will also advise the Representatives and
counsel to the Underwriters promptly of any request of the Commission for
amendment or supplement of the Registration Statement, of any Preliminary
Prospectus or of the Prospectus, or for additional information, and the Company
will not file any amendment or supplement to the Registration Statement (either
before or after it becomes effective), to any Preliminary Prospectus or to the
Prospectus (including a prospectus filed pursuant to Rule 424(b)) if the
Representatives have not been furnished with a copy prior to such filing (with
a reasonable opportunity to review such amendment or supplement) or if the
Representatives object to such filing.

(b) If, at any time when a prospectus relating to the Shares
is required by law to be delivered in connection with sales by an Underwriter
or dealer, any event occurs as a result of which the Prospectus would include
an untrue statement of a material fact, or would omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
or if it is necessary at any time to supplement the Prospectus to comply with
the Act, the Company promptly will advise the Representatives and counsel to
the Underwriters thereof and will promptly prepare and file with the
Commission, at its expense, an amendment to the Registration Statement which
will correct such statement or omission or an amendment which will effect such
compliance; and, if any Underwriter is required to deliver a prospectus after
the effective date of the Registration

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<PAGE> 13

Statement, the Company, upon request of the Representatives, will prepare
promptly such prospectus or prospectuses as may be necessary to permit
compliance with the requirements of Section 10(a)(3) of the Act. The Company
consents to the use, in accordance with the provisions of the Act and with the
Blue Sky Laws of the jurisdictions in which the Shares are offered by the
several Underwriters and by dealers, of each Preliminary Prospectus.

(c) The Company will not, prior to the Second Closing Date,
if any, incur any liability or obligation, direct or contingent, or enter into
any material transaction, other than in the ordinary course of business, or
enter into any transaction with an "affiliate," as defined in Rule 405 under
the Act, which is required to be described in the Prospectus pursuant to Item
404 of Regulation S-K under the Act, except as described in the Prospectus.

(d) The Company will not, prior to the Second Closing Date,
if any, acquire any of the Common Stock nor will the Company declare or pay any
dividend or make any other distribution upon its Common Stock payable to
stockholders of record on a date prior to such earlier date, except as
described in the Prospectus.

(e) The Company will make generally available to its security
holders and the Representatives an earnings statement as soon as practicable,
but in no event later than sixty days after the end of its fiscal quarter in
which the first anniversary of the effective date of the Registration Statement
occurs, covering a period of twelve consecutive calendar months beginning after
the effective date of the Registration Statement, which will satisfy the
provisions of the last paragraph of Section 11(a) of the Act and Rule 158
promulgated thereunder.

(f) During such period as a prospectus is required by law to
be delivered in connection with sales by an Underwriter or dealer, the Company
will furnish to the Representatives, at the expense of the Company, copies of
the Registration Statement, the Prospectus, any Preliminary Prospectus and all
amendments and supplements to any such documents in each case as soon as
available and in such quantities as the Representatives may reasonably request.

(g) The Company will apply the net proceeds from the sale of
the Shares to be sold by it hereunder for the purposes set forth in the
Prospectus, and will timely file Form SR, and any amendments thereto, as
required by Rule 463 under the Act.

(h) The Company will cooperate with the Representatives and
counsel to the Underwriters in qualifying or registering the Shares for sale
under the Blue Sky Laws of such jurisdictions as the Representatives designate,
and will continue such qualifications or registrations in effect so long as
reasonably requested by the Representatives to effect the distribution of the
Shares. The Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any such jurisdiction
where it is not presently qualified. In each jurisdiction where any of the
Shares shall have been qualified as provided above, the Company will file such
reports and statements as may be required to continue such qualification for a
period

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<PAGE> 14

of not less than one year from the date of the Prospectus. The Company shall
promptly prepare and file with the Commission, from time to time, such reports
as may be required to be filed by the Act and the Exchange Act, and the Company
shall comply in all respects with the undertakings given by the Company in
connection with the qualification or registration of the Shares for offering
and sale under the Blue Sky Laws.

(i) During the period of three years from the date of the
Prospectus, the Company will furnish to each of the Representatives and to each
of the other Underwriters who may so request, as soon as available, each
report, statement or other document of the Company or its Board of Directors
mailed to its stockholders or filed with the Commission, and such other
information concerning the Company as the Representatives may reasonably
request.

(j) The Company shall deliver the requisite notice of
issuance to Nasdaq and shall take all necessary or appropriate action within
its power to maintain the authorization for trading of the Common Stock as a
Nasdaq National Market security, or take such action to authorize the Common
Stock for listing on the New York Stock Exchange or the American Stock
Exchange, for a period of at least thirty-six months after the date of the
Prospectus.

(k) Except for the issuance and sale by the Company of Common
Stock pursuant to the Company's Employee Stock Purchase Plan, upon the exercise
of stock options granted under the Company's 1997 Omnibus Stock and Incentive
Plan and its Non-Employee Directors' Stock Option Plan, copies of which are
filed as exhibits to the Registration Statement (collectively, the "Option
Plans"), the sale of the Shares to be sold pursuant to this Agreement, and the
grant of stock options pursuant to the Option Plans, the Company shall not, for
a period of two years after the date of the Prospectus, without the prior
written consent of Baird, directly or indirectly, offer, sell or otherwise
dispose of, contract to sell or otherwise dispose of, or cause or in any way
permit to be sold or otherwise disposed of, any: (i) shares of Common Stock;
(ii) rights to purchase shares of Common Stock; or (iii) securities that are
convertible or exchangeable into shares of Common Stock.

(l) The Company has furnished or will furnish to Baird the
agreements described in Section 2(aa) hereof, in the form previously delivered
to the Company, signed by each of the Company's current stockholders.

(m) The Company will maintain a transfer agent and, if
required by law or the rules of Nasdaq or any national securities exchange on
which the Common Stock is listed, a registrar (which, if permitted by
applicable laws and rules, may be the same entity as the transfer agent) for
its Common Stock. The Company shall, as soon as practicable after the date
hereof, use its best efforts to obtain listing in Standard and Poor's Stock
Guide, or such other recognized securities manuals for which it may qualify for
listing, and the Company shall use its best efforts to maintain such listings
for at least five years after the First Closing Date.

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<PAGE> 15

(n) If at any time when a prospectus relating to the Shares
is required to be delivered under the Act, any rumor, publication or event
relating to of affecting the Company shall occur as a result of which, in the
opinion of Baird, the market price of the Common Stock has been or is likely to
be materially affected (regardless of whether such rumor, publication or event
necessitates a supplement to the Prospectus), the Company will, after written
notice from Baird advising the Company of any of the matters set forth above,
promptly consult with Baird concerning the advisability and substance of, and,
if the Company and Baird determine that it is appropriate, disseminate, a press
release or other public statement responding to or commenting on, such rumor,
publication or event.

(o) If the sale to the Underwriters of the Shares is not
consummated for any reason other than termination of this Agreement pursuant to
Section 11 hereof, without limiting any other rights the Underwriters may have,
the Company agrees to reimburse the Underwriters upon demand for all
out-of-pocket expenses (including reasonable fees and expenses of counsel for
the Underwriters), that shall have been incurred by the Underwriters in
connection with the proposed purchase and sale of the Shares, and the
provisions of Sections 7 and 10 hereof shall at all times be effective and
apply. Notwithstanding the foregoing sentence, if the sale to the Underwriters
of the Shares is not consummated for any reason other than termination of this
Agreement by the Underwriters pursuant to Section 11 hereof, and the Company or
any of the stockholders of the Company enter into an agreement on or before
December 31, 1997 with respect to the sale, lease, disposition or other
transfer of all or substantially all of the Company's assets or a majority
interest in its capital stock, directly or indirectly, by merger, share
exchange, business combination or otherwise (such sale, lease, disposition or
other transfer of assets or stock is hereinafter referred to as a "Business
Combination"), then the Company will (i) engage Robert W. Baird & Co.,
Incorporated as its financial advisor for any such Business Combination and
(ii) pay Baird, in addition to the reimbursement of out-of-pocket expenses as
provided in the first sentence of this Section 6(o), a financial advisory fee
equal to $400,000, or 1.0% of the aggregate consideration paid to the Company
or its stockholders in such Business Combination, whichever is greater, in
immediately available funds upon consummation of such Business Combination for
financial advisory services to be rendered by the Representatives in connection
therewith.

(p) The Company will comply or cause to be complied with the
conditions to the obligations of the Underwriters in Section 8 hereof.

SECTION 7. PAYMENT OF EXPENSES. Whether or not the
transactions contemplated hereunder are consummated or this Agreement becomes
effective, or if this Agreement is terminated for any reason, the Company will
pay the costs, fees and expenses incurred in connection with the public
offering of the Shares. Such costs, fees and expenses to be paid by the Company
include, without limitation:

(a) All costs, fees and expenses (excluding the expenses
incurred by the Underwriters and the legal fees and disbursements of counsel
for the Underwriters, but including such fees and disbursements described in
subsection (b) of this Section 7) incurred in connection

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<PAGE> 16

with the performance of the Company's obligations hereunder, including without
limiting the generality of the foregoing: the registration fees related to the
filing of the Registration Statement with the Commission; the fees and expenses
related to the quotation or listing of the Shares on Nasdaq or other national
securities exchange; the fees and expenses of the Company's counsel,
accountants, transfer agent and registrar; the costs and expenses incurred in
connection with the preparation, printing, shipping and delivery of the
Registration Statement, each Preliminary Prospectus and the Prospectus
(including all exhibits and financial statements) and all agreements and
supplements provided for herein, this Agreement and the Preliminary and
Supplemental Blue Sky Memoranda, including, without limitation, shipping
expenses via overnight delivery and/or courier service to comply with
applicable prospectus delivery requirements; and the costs and expenses
associated with the production of materials related to, and travel expenses
incurred by the management of the Company in connection with, the various
meetings to be held between the Company's management and prospective investors.

(b) All registration fees and expenses, including reasonable
legal fees and disbursements of counsel for the Underwriters, incurred in
connection with (i) the preparation of the Blue Sky Memoranda and Blue Sky
filings and with qualifying or registering all or any part of the Shares for
offer and sale under the Blue Sky Laws and (ii) the clearing of the public
offering and the underwriting arrangements evidenced hereby with the NASD.

(c) All fees and expenses related to printing of the
certificates for the Shares, and all transfer taxes, if any, with respect to
the sale and delivery of the Shares.

SECTION 8. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.
The obligations of the several Underwriters under this Agreement shall be
subject to the accuracy of the representations and warranties on the part of
the Company herein set forth as of the date hereof and as of each Closing Date,
to the accuracy of the statements of the Company's officers made pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder, and to the following additional conditions, unless waived in writing
by the Representatives:

(a) The Registration Statement shall have been declared
effective by the Commission not later than 5:30 p.m., Washington, D. C. time,
prior to or on the date of this Agreement, or such later time as shall have
been consented to by the Representatives; all filings required by Rules 424(b)
and 430A under the Act shall have been timely made; no stop order suspending
the effectiveness of the Registration Statement shall have been issued by the
Commission or any state securities commission nor, to the knowledge of the
Company, shall any proceedings for that purpose have been initiated or
threatened; and any request of the Commission or any state securities
commission for inclusion of additional information in the Registration
Statement, or otherwise, shall have been complied with to the satisfaction of
the Representatives.

(b) Since the dates as of which information is given in the
Registration Statement:

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<PAGE> 17

(i) there shall not have occurred any change or
development involving, or which could be expected to involve,
a Material Adverse Effect, whether or not arising from
transactions in the ordinary course of business; and

(ii) the Company shall not have sustained any loss
or interference from any labor dispute, strike, fire, flood,
windstorm, accident or other calamity (whether or not
insured) or from any court or governmental action, order or
decree,

the effect of which on the Company, in any such case described in clause (i) or
(ii) above, is in the opinion of the Representatives so material and adverse as
to make it impracticable or inadvisable to proceed with the public offering or
the delivery of the Shares on the terms and in the manner contemplated in the
Registration Statement and the Prospectus.

(c) The Representatives shall not have advised the Company
that the Registration Statement or the Prospectus contains an untrue statement
of fact that, in the opinion of the Representatives or counsel for the
Underwriters, is material, or omits to state a fact that, in the opinion of the
Representatives or such counsel, is material and is required to be stated
therein or necessary to make the statements therein not misleading.

(d) The Representatives shall have received an opinion of
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., counsel for the
Company, addressed to the Representatives, as the representatives of the
Underwriters, and dated the First Closing Date or the Second Closing Date, as
the case may be, to the effect that:

(i) The Company has been duly incorporated and is
validly existing as a corporation and in good standing under
the laws of its jurisdiction of incorporation, with full
corporate power and authority to own, lease and operate its
properties and conduct its business as presently conducted
and as described in the Prospectus and the Registration
Statement. The Company is duly registered and qualified to do
business as a foreign corporation under the laws of, and is
in good standing as such in, each jurisdiction in which such
registration or qualification is required, except where the
failure to so register or qualify would not have a Material
Adverse Effect.

(ii) The authorized capital stock of the Company
consists of 35.0 million shares of Common Stock, par value
$0.01 per share, and 3.0 million shares of Preferred Stock,
and all such stock conforms as to legal matters to the
descriptions thereof in the Prospectus and the Registration
Statement.

(iii) The issued and outstanding shares of capital
stock of the Company immediately prior to the issuance and
sale of the Shares have been duly authorized and validly
issued, are fully paid and nonassessable, and there are no
preemptive,

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<PAGE> 18

preferential or, except as described in the Prospectus, other
rights to subscribe for or purchase any shares of capital
stock of the Company, and to such counsel's knowledge, no
shares of capital stock of the Company have been issued in
violation of such rights.

(iv) The Company has no subsidiaries and the Company
does not own any equity interest in or control, directly or
indirectly, any other corporation, limited liability company,
partnership, joint venture, association, trust or other
business organization.

(v) The certificates for the Shares to be delivered
hereunder are in due and proper form and conform to the
requirements of applicable law and, when duly countersigned
by the Company's transfer agent and delivered to the
Representatives or upon the order of the Representatives
against payment of the agreed consideration therefor in
accordance with the provisions of this Agreement, the Shares
represented thereby will be duly authorized and validly
issued, fully paid and nonassessable, and free of any
preemptive, preferential or other rights to subscribe for or
purchase shares of Common Stock.

(vi) The Registration Statement has become effective
under the Act, and to such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been
initiated or are threatened under the Act or any Blue Sky
Laws. The Registration Statement and the Prospectus and any
amendment or supplement thereto (except for the financial
statements and other statistical or financial data included
therein as to which such counsel need express no opinion)
comply as to form in all material respects with the
requirements of the Act. No facts have come to the attention
of such counsel which lead it to believe that either the
Registration Statement or the Prospectus or any amendment
or supplement thereto, contains any untrue statement of a
material fact or omitted or will omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus,
as of the First Closing Date or the Second Closing Date, as
the case may be, contained any untrue statement of a
material fact or omitted or will omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading in light of the
circumstances under which they were made (except for the
financial statements and other financial data included
therein as to which such counsel need express no opinion).
To such counsel's knowledge, there are no legal or
governmental proceedings pending or threatened, including,
without limitation, any such proceedings that are related
to environmental or employment discrimination matters,
required to be described in the Registration Statement or
the Prospectus which are not so described or which question
the validity of this Agreement or any action taken or to be
taken pursuant thereto, nor is there any transaction,

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<PAGE> 19

relationship, agreement, contract or other document of a
character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to
the Registration Statement by the Act, which is not
described or filed as required.

(vii) The Company has full corporate power and
authority to enter into and perform this Agreement. The
performance of the Company's obligations hereunder and the
consummation of the transactions described herein have been
duly authorized by the Company by all necessary corporate
action and this Agreement has been duly executed and
delivered by and on behalf of the Company, and is a legal,
valid and binding agreement of the Company enforceable
against the Company in accordance with its terms, except that
rights to indemnity or contribution may be limited by
applicable law and except as enforceability of this Agreement
may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights
generally, and by equitable principles limiting the right to
specific performance or other equitable relief. No consent,
approval, authorization or other order or decree of any
court, regulatory or governmental body, arbitrator,
administrative agency or other instrumentality of the United
States or other country or jurisdiction having jurisdiction
over the Company is required for the execution and delivery
of this Agreement or the consummation of the transactions
contemplated by this Agreement (except for compliance with
the Act, the Exchange Act, applicable Blue Sky Laws and the
clearance of the underwriting arrangements by the NASD).

(viii) The execution, delivery and performance of
this Agreement by the Company will not: (A) violate any
provisions of the Articles of Incorporation or By-laws of the
Company; (B) violate any provisions of, or result in the
breach, modification or termination of, or constitute a
default under, any agreement, lease, franchise, license,
indenture, permit, mortgage, deed of trust, other evidence of
indebtedness or other instrument to which the Company is a
party or by which the Company, or any of its owned or leased
property, is bound and which is filed as an exhibit to the
Registration Statement; or (C) violate any statute,
ordinance, order, rule, decree or regulation of any court,
regulatory or governmental body, arbitrator, administrative
agency or other instrumentality of the United States or other
country or jurisdiction having jurisdiction over the Company
(assuming compliance with all applicable federal and state
securities laws).

(ix) To such counsel's knowledge, except as
described in the Prospectus, there are no holders of Common
Stock or other securities of the Company, or securities that
are convertible or exchangeable into Common Stock or other
securities of the Company, that have rights to the
registration of such securities under the Act or any Blue Sky
Laws.

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<PAGE> 20

(x) The Common Stock has been designated for
inclusion as a National Market security on Nasdaq and is
registered under the Exchange Act.

(xi) The Company is not, and with the giving of
notice or passage of time or both would not be, in violation
of its Articles of Incorporation or By-laws or, to such
counsel's knowledge, in default in any material respect in
the performance of any agreement, lease, franchise, license,
permit, mortgage, deed of trust, evidence of indebtedness or
other instrument, or any other document that is filed as an
exhibit to the Registration Statement, to which the Company
is subject or bound.

(xii) The Company is not an "investment company," an
"affiliated person" of, or "promoter" or "principal
underwriter" for, an "investment company", as such terms are
defined in the Investment Company Act of 1940, as amended,
and, upon its receipt of any proceeds from the sale of the
Shares, the Company will not become or be deemed to be an
"investment company" thereunder.

(xiii) The description in the Registration Statement
and the Prospectus of statutes, law, regulations, legal and
governmental proceedings, and contracts and other legal
documents described therein fairly and correctly present, in
all material respects, the information required to be
included therein by the Act.

(xiv) All offers and sales by the Company of its
capital stock before the date hereof were at all relevant
times duly registered under or exempt from the registration
requirements of the Act, and were duly registered under or
the subject of an available exemption from the registration
requirements of any applicable Blue Sky Laws.

In rendering such opinion, counsel for the Company may rely, to the
extent counsel deems such reliance proper, as to matters of fact upon
certificates of officers of the Company and of governmental officials, and
copies of all such certificates shall be furnished to the Representatives and
for the Underwriters on or before each Closing Date.

(e) The Representatives shall have received an opinion of
Neal, Gerber & Eisenberg, counsel for the Underwriters, dated the First Closing
Date or the Second Closing Date, as the case may be, with respect to the
issuance and sale of the Shares by the Company, the Registration Statement and
other related matters as the Representatives may require, and the Company shall
have furnished to such counsel such documents and shall have exhibited to them
such papers and records as they request for the purpose of enabling them to
pass upon such matters.

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<PAGE> 21

(f) The Representatives shall have received on each
Closing Date, a certificate of Robert Pearson, President and Chief Executive
Officer, and Jack Wissman, Executive Vice President and Chief Administrative
Officer, of the Company, to the effect that:

(i) The representations and warranties of the
Company set forth in Section 2 hereof are true and correct as
of the date of this Agreement and as of the date of such
certificate, and the Company has complied with all the
agreements and satisfied all the conditions to be performed
or satisfied by it at or prior to the date of such
certificate.

(ii) The Commission has not issued an order
preventing or suspending the use of the Prospectus or any
Preliminary Prospectus or any amendment or supplement
thereto; no stop order suspending the effectiveness of the
Registration Statement has been issued; and to the knowledge
of the respective signatories, no proceedings for that
purpose have been initiated or are pending or contemplated
under the Act or under the Blue Sky Laws of any jurisdiction.

(iii) Each of the respective signatories has
carefully examined the Registration Statement and the
Prospectus, and any amendment or supplement thereto, and such
documents contain all statements required to be stated
therein, and do not include any untrue statement of a
material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein
not misleading, and since the date on which the Registration
Statement was initially filed, no event has occurred that was
required to be set forth in an amended or supplemented
prospectus or in an amendment to the Registration Statement
that has not been so set forth.

(iv) Since the date on which the Registration
Statement was initially filed with the Commission, there
shall not have occurred any change or development involving,
or which could be expected to involve, a Material Adverse
Effect, whether or not arising from transactions in the
ordinary course of business, except as disclosed in the
Prospectus and the Registration Statement as heretofore
amended or (but only if the Representatives expressly consent
thereto in writing) as disclosed in an amendment or
supplement thereto filed with the Commission and delivered to
the Representatives after the execution of this Agreement;
since such date and except as so disclosed or in the ordinary
course of business, the Company has not incurred any
liability or obligation, direct or indirect, or entered into
any transaction which is material to the Company; since such
date and except as so disclosed, there has not been any
change in the outstanding capital stock of the Company, or
any change that is material to the Company in the short-term
debt or long-term debt of the Company; since such date and
except as so disclosed, the Company has not acquired any of
the Common Stock or other capital stock of the Company nor
has the Company declared or paid any dividend, or made any
other

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<PAGE> 22

distribution, upon its outstanding Common Stock payable to
stockholders of record on a date prior to such Closing Date;
since such date and except as so disclosed, the Company has
not incurred any material contingent obligations, and no
material litigation is pending or threatened against the
Company; and, since such date and except as so disclosed, the
Company has not sustained any material loss or interference
from any strike, fire, flood, windstorm, accident or other
calamity (whether or not insured) or from any court or
governmental action, order or decree.

The delivery of the certificate provided for in this
subsection (f) shall be and constitute a representation and warranty of the
Company as to the facts required in the immediately foregoing clauses (i),
(ii), (iii) and (iv) to be set forth in said certificate.

(g) At the time this Agreement is executed and also on each
Closing Date, there shall be delivered to the Representatives a letter
addressed to the Representatives, as the representative of the Underwriters,
from Arthur Andersen LLP, the Company's independent accountants, the first
letter to be dated the date of this Agreement, the second letter to be dated
the First Closing Date and the third letter (if applicable) to be dated the
Second Closing Date, which shall be in form and substance satisfactory to the
Representatives and shall contain information as of a date within five days of
the date of such letter. There shall not have been any change or decrease set
forth in any of the letters referred to in this subsection (g) which makes it
impracticable or inadvisable in the judgment of the Representatives to proceed
with the public offering or purchase of the Shares as contemplated hereby.

(h) The Shares shall have been qualified or registered for
sale under the Blue Sky Laws of such jurisdictions as shall have been specified
by the Representatives, the underwriting terms and arrangements for the
offering shall have been cleared by the NASD, and the Common Stock shall have
been designated for inclusion as a Nasdaq National Market security on Nasdaq
and shall have been registered under the Exchange Act.

(i) Such further certificates and documents as the
Representatives may reasonably request (including certificates of officers of
the Company).

All such opinions, certificates, letters and documents shall
be in compliance with the provisions hereof only if they are satisfactory to
the Representatives and to Neal, Gerber & Eisenberg, counsel for the
Underwriters. The Company shall furnish the Representatives with such manually
signed or conformed copies of such opinions, certificates, letters and
documents as the Representatives may reasonably request.

If any condition to the Underwriters' obligations hereunder
to be satisfied prior to or at either Closing Date is not so satisfied, this
Agreement at the election of the Representatives will terminate upon
notification to the Company without liability on the part of (i) any
Underwriter, including the Representatives, (ii) the Company except for the
provisions of Section

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<PAGE> 23

6 (o) hereof, the expenses to be paid by the Company pursuant to Section 7
hereof and (iii) except to the extent provided in Section 10 hereof.

SECTION 9. MAINTAIN EFFECTIVENESS OF REGISTRATION STATEMENT.
The Company will use its best efforts to prevent the issuance of any stop order
suspending the effectiveness of the Registration Statement, and, if such stop
order is issued, to obtain as soon as possible the lifting thereof.

SECTION 10. INDEMNIFICATION.

(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of the Act or the Exchange Act, from and against any losses, claims,
damages, expenses, liabilities or actions in respect thereof ("Claims"), joint
or several, to which such Underwriter or each such controlling person may
become subject under the Act, the Exchange Act, Blue Sky Laws or other federal
or state statutory laws or regulations, at common law or otherwise (including
payments made in settlement of any litigation), insofar as such Claims arise
out of or are based upon any breach of any representation, warranty or covenant
made by the Company in this Agreement, or any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
any Preliminary Prospectus, the Prospectus or any amendment or supplement
thereto, or in any application filed under any Blue Sky Law or other document
executed by the Company for that purpose or based upon written information
furnished by the Company and filed in any state or other jurisdiction to
qualify any or all of the Shares under the securities laws thereof (any such
document, application or information being hereinafter called a "Blue Sky
Application") or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Company agrees to
reimburse each Underwriter and each such controlling person for any legal fees
or other expenses incurred by such Underwriter or any such controlling person
in connection with investigating or defending any such Claim; provided,
however, that the Company will not be liable in any such case to the extent
that any such Claim arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or
supplement thereto or in any Blue Sky Application in reliance upon and in
conformity with the written information furnished to the Company pursuant to
Section 4 of this Agreement. The indemnification obligations of the Company as
provided above are in addition to and in no way limit any liabilities the
Company may otherwise have.

(b) Each Underwriter, severally and not jointly, will
indemnify and hold harmless the Company, each of its directors and each of its
officers who signs the Registration Statement, and each person, if any, who
controls the Company within the meaning of the Act or the Exchange Act against
any Claim to which the Company, or any such director, officer, controlling
person may become subject under the Act, the Exchange Act, Blue Sky Laws or
other federal or state statutory laws or regulations, at common law or
otherwise (including payments

-23-
<PAGE> 24

made in settlement of any litigation, if such settlement is effected with the
written consent of such Underwriter and Baird), insofar as such Claim arises
out of or is based upon any untrue or alleged untrue statement of any material
fact contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or in any Blue Sky
Application, or arises out of or is based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto,
or in any Blue Sky Application, in reliance solely upon and in conformity with
the written information furnished by the Representatives to the Company
pursuant to Section 4 of this Agreement. Each Underwriter will severally
reimburse any legal fees or other expenses incurred by the Company, or any such
director, officer, controlling person in connection with investigating or
defending any such Claim, and from any and all Claims solely resulting from
failure of an Underwriter to deliver a Prospectus, if the person asserting such
Claim purchased Shares from such Underwriter and a copy of the Prospectus (as
then amended if the Company shall have furnished any amendments thereto) was
not sent or given by or on behalf of such Underwriter to such person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Shares to such person, and if the Prospectus
(as so amended) would have cured the defect giving rise to such Claim. The
indemnification obligations of each Underwriter as provided above are in
addition to any liabilities any such Underwriter may otherwise have.
Notwithstanding the provisions of this Section, no Underwriter shall be
required to indemnify or reimburse the Company, or any officer, director,
controlling person in an aggregate amount in excess of the total price at which
the Shares purchased by any such Underwriter hereunder were offered to the
public, less the amount of any damages such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

(c) Promptly after receipt by an indemnified party under this
Section 10 of notice of the commencement of any action in respect of a Claim,
such indemnified party will, if a Claim in respect thereof is to be made
against an indemnifying party under this Section 10, notify the indemnifying
party in writing of the commencement thereof, but the omission so to notify the
indemnifying party will not relieve an indemnifying party from any liability it
may have to any indemnified party under this Section 10 or otherwise. In case
any such action is brought against any indemnified party, and such indemnified
party notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in and, to the extent that
he, she or it may wish, jointly with all other indemnifying parties, similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party; provided, however, if the defendants in any such
action include both the indemnified party and any indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to the indemnified party and/or other indemnified parties
which are different from or additional to those available to any indemnifying
party, the indemnified party or parties shall have the right to select separate
counsel to assume such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties.

-24-
<PAGE> 25

(d) Upon receipt of notice from the indemnifying party to
such indemnified party of the indemnifying party's election to assume the
defense of such action and upon approval by the indemnified party of counsel
selected by the indemnifying party, the indemnifying party will not be liable
to such indemnified party under this Section 10 for any legal fees or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof, unless:

(i) the indemnified party shall have employed separate
counsel in connection with the assumption of legal defenses in
accordance with the proviso to the last sentence of subsection (c) of
this Section 10.

(ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after the indemnified
party's notice to the indemnifying party of commencement of the
action; or

(iii) the indemnifying party has authorized the employment of
counsel at the expense of the indemnifying party.

(e) If the indemnification provided for in this Section is
unavailable to an indemnified party under subsection (a) or (b) hereof in
respect of any Claim referred to therein, then each indemnifying party, in lieu
of indemnifying such indemnified party, shall, subject to the limitations
hereinafter set forth, contribute to the amount paid or payable by such
indemnified party as a result of such Claim:

(f) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Underwriters from the
offering of the Shares; or

(ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i)
above, but also the relative fault of the Company and the Underwriters
in connection with the statements or omissions which resulted in such
Claim, as well as any other relevant equitable considerations.

The relative benefits received by each of the Company and the
Underwriters shall be deemed to be in such proportion so that the Underwriters
are responsible for that portion represented by the percentage that the amount
of the underwriting discounts and commissions per share appearing on the cover
page of the Prospectus bears to the public offering price per share appearing
thereon, and the Company (including its officers and directors and controlling
persons) is responsible for the remaining portion. The relative fault of the
Company and the Underwriters shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent,

-25-
<PAGE> 26

knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
Claims referred to above shall be deemed to include, subject to the limitations
set forth in subsections (c) and (d) of this Section 10, any legal or other
fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

(g) The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section were determined
by pro rata or per capita allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method or allocation which does
not take into account the equitable considerations referred to in subsection
(d) of this Section 10. Notwithstanding the other provisions of this Section
10, no Underwriter shall be required to contribute any amount that is greater
than the amount by which the total price at which the Shares underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section are several in proportion to their
respective underwriting commitments and not joint.

SECTION 11. DEFAULT OF UNDERWRITERS. It shall be a condition
to the obligations of each Underwriter to purchase the Shares in the manner as
described herein, that, except as hereinafter provided in this Section, each of
the Underwriters shall purchase and pay for all the Shares agreed to be
purchased by such Underwriter hereunder upon tender to the Representatives of
all such Shares in accordance with the terms hereof. If any Underwriter or
Underwriters default in their obligations to purchase Shares hereunder on
either the First Closing Date or the Second Closing Date and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed ten percent (10%) of the total number of
Shares which the Underwriters are obligated to purchase on such Closing Date,
the Representatives may make arrangements for the purchase of such Shares by
other persons, including any of the Underwriters, but if no such arrangements
are made by such Closing Date the nondefaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Shares which such defaulting Underwriters agreed but failed to purchase on
such Closing Date. If any Underwriter or Underwriters so default and the
aggregate number of Shares with respect to which such default or defaults occur
is greater than ten percent (10%) of the total number of Shares which the
Underwriters are obligated to purchase on such Closing Date, and arrangements
satisfactory to the Representatives for the purchase of such Shares by other
persons are not made within thirty-six hours after such default, this Agreement
will terminate without liability on the part of any nondefaulting Underwriter
or the Company, except for the expenses to be paid by the Company pursuant to
Section 7 hereof and except to the extent provided in Section 10 hereof.

-26-

<PAGE> 27

In the event that Shares to which a default relates are to be
purchased by the nondefaulting Underwriters or by another party or parties, the
Representatives shall have the right to postpone the First Closing Date or the
Second Closing Date, as the case may be, for not more than seven business days
in order that the necessary changes in the Registration Statement, Prospectus
and any other documents, as well as any other arrangements, may be effected. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

SECTION 12. EFFECTIVE DATE. This Agreement shall become
effective upon the execution and delivery of this Agreement by the parties
hereto. Such execution and delivery shall include an executed copy of this
Agreement sent by telecopier, facsimile transmission or other means of
transmitting written documents.

SECTION 13. TERMINATION. Without limiting the right to
terminate this Agreement pursuant to any other provision hereof, this Agreement
may be terminated by the Representatives prior to or on the First Closing Date
and the over-allotment option from the Company referred to in Section 5 hereof,
if exercised, may be cancelled by the Representatives at any time prior to or
on the Second Closing Date, if in the judgment of the Representatives, payment
for and delivery of the Shares is rendered impracticable or inadvisable
because:

(a) additional governmental restrictions, not in force and
effect on the date hereof, shall have been imposed upon trading in securities
generally or minimum or maximum prices shall have been generally established on
the New York Stock Exchange or the American Stock Exchange, or trading in
securities generally shall have been suspended or materially limited on either
such exchange or on Nasdaq or a general banking moratorium shall have been
established by either federal or state authorities in New York, Chicago or
Wisconsin;

(b) any event shall have occurred or shall exist which makes
untrue or incorrect in any material respect any statement or information
contained in the Registration Statement or which is not reflected in the
Registration Statement but should be reflected therein to make the statements
or information contained therein not misleading in any material respect; or

(c) an outbreak or escalation of hostilities or other
national or international calamity or any substantial change in political,
financial or economic conditions shall have occurred or shall have accelerated
to such extent, in the judgment of the Representatives, as to have a material
adverse effect on the financial markets of the United States, or to make it
impracticable or inadvisable to proceed with completion of the sale of and
payment for the Shares as provided in this Agreement.

Any termination pursuant to this Section shall be without
liability on the part of any Underwriter to the Company, or on the part of the
Company to any Underwriter, except for expenses to be paid by the Company
pursuant to Section 7 hereof or reimbursed by the Company

-27-
<PAGE> 28

pursuant to Section 6(o) hereof and except as to indemnification to the extent
provided in Section 10 hereof.

SECTION 14. REPRESENTATIONS AND INDEMNITIES TO SURVIVE
DELIVERY. The respective indemnities, agreements, representations, warranties,
covenants and other statements of the Company, of its officers or directors,
and of the several Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter or the Company or any of its or their partners,
officers, directors or any controlling person, as the case may be, and will
survive delivery of and payment for the Shares sold hereunder.

SECTION 15. NOTICES. All communications hereunder will be in
writing and, if sent to the Representatives, will be mailed, delivered,
telecopied (with receipt confirmed) or telegraphed and confirmed to C.
Christopher Coetzee, Robert W. Baird & Co. Incorporated, 227 West Monroe
Street, Suite 2100, Chicago, Illinois 60606, with a copy to William M. Holzman,
Neal, Gerber & Eisenberg, Two North LaSalle Street, Chicago, Illinois 60602,
and if sent to the Company, will be mailed, delivered, telecopied (with receipt
confirmed) or telegraphed and confirmed to the Company at Lamalie Associates,
Inc., Northdale Plaza, Suite 220E, 3903 Northdale Boulevard, Tampa, Florida
33624-1824, Attention: Jack P. Wissman, with a copy to Richard M. Leisner,
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., 2700 Barnett
Plaza, 101 East Kennedy Boulevard, Tampa, Florida 33602.

SECTION 16. SUCCESSORS. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors, personal representatives and assigns, and to the benefit of the
officers and directors and controlling persons referred to in Section 10 hereof
and no other person will have any right or obligation hereunder. The term
"successors" shall not include any purchaser of the Shares as such from any of
the Underwriters merely by reason of such purchase.

SECTION 17. PARTIAL UNENFORCEABILITY. If any section,
paragraph, clause or provision of this Agreement is for any reason determined
to be invalid or unenforceable, such determination shall not affect the
validity or enforceability of any other section, paragraph clause or provision
hereof.

SECTION 18. APPLICABLE LAW; COUNTERPARTS. This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of Wisconsin without reference to conflict of law principles thereunder.
This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument, and shall be effective when at least
one counterpart hereof shall have been executed by or on behalf of each party
hereto.

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<PAGE> 29

If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Company and the several
Underwriters, including the Representatives, all in accordance with its terms.

Very truly yours,

LAMALIE ASSOCIATES, INC.

By:
-------------------------------------
, President
----------------

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date
first above written.

ROBERT W. BAIRD & CO. INCORPORATED
WILLIAM BLAIR & COMPANY, L.L.C.

By: ROBERT W. BAIRD & CO. INCORPORATED
Acting as Representatives of the several
Underwriters (including themselves) identified
in Schedule I annexed hereto.

By:
------------------------------------
Authorized Representative

-29-

<PAGE> 30

LAMALIE ASSOCIATES, INC.

SCHEDULE I

<TABLE>
<CAPTION>
NUMBER OF FIRM
SHARES TO
NAME OF UNDERWRITER BE PURCHASED

<S> <C>
Robert W. Baird & Co. Incorporated.........................................
William Blair & Company, L.L.C.............................................

Total.....
</TABLE>

-30-

<PAGE> 1

EXHIBIT 3.1

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LAMALIE ASSOCIATES, INC.

ARTICLE I

NAME

The name of this Corporation shall be:

LAMALIE ASSOCIATES, INC.

ARTICLE II

TERM OF EXISTENCE

This Corporation is to exist perpetually.

ARTICLE III

GENERAL PURPOSE

The general purpose for which this Corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Business Corporation Act of the State of Florida, and
any amendments or successor thereto, and in connection therewith, this
Corporation shall have and may exercise any and all powers conferred from time
to time by law upon corporations formed under such Act.

ARTICLE IV

CAPITAL STOCK

1. AUTHORIZED CAPITALIZATION.

(a) The total number of shares of capital stock authorized to
be issued by this Corporation shall be:

35,000,000 shares of common stock, par value $0.01 per share
(the "Common Stock"); and
<PAGE> 2

LAMALIE ASSOCIATES, INC.
ARTICLES OF INCORPORATION PAGE 2
- --------------------------------------------------------------------------------

3,000,000 shares of preferred stock, par value $0.01 per share
(the "Preferred Stock").

(b) The designation, relative rights, preferences and
liabilities of each class of stock, itemized by class, shall be as follows:

(i) Preferred. Shares of the Preferred Stock may be
issued from time to time in one or more series. The board of
directors of this Corporation (hereafter the "Board of Directors" or
"Board") by resolution shall establish each series of Preferred Stock
and fix and determine the number of shares and the designations,
preferences, limitations and relative rights of each such series,
provided that all shares of the Preferred Stock shall be identical
except as to the following relative rights and preferences, as to
which there may be variations fixed and determined by the Board of
Directors between different series:

(A) The rate or manner of payment of dividends.

(B) Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of
redemption.

(D) Sinking fund provisions, if any, for the
redemption or purchase of shares.

(E) The terms and conditions, if any, on which the
shares may be converted.

(F) Voting rights, if any.

(G) Any other rights or preferences now or hereafter
permitted by the laws of the State of Florida as
variations between different series of preferred
stock.

(ii) Common. Each share of Common Stock shall be
entitled to one vote on all matters submitted to a vote of
stockholders, except matters required to be voted on exclusively by
holders of Preferred Stock or of any series of Preferred Stock. The
holders of Common Stock shall be entitled to such dividends as may be
declared by the Board of Directors from time to time, provided that
required dividends, if any, on the Preferred Stock have been paid or
provided for. In the event of the liquidation, dissolution, or
winding up, whether voluntary or involuntary, of this Corporation, the
assets and funds of this Corporation available for distribution to
stockholders, and remaining after the payment to holders of Preferred
Stock of the amounts to which they are entitled, shall be divided and
paid to the holders of the Common Stock according to their respective
shares.
<PAGE> 3

LAMALIE ASSOCIATES, INC.
ARTICLES OF INCORPORATION PAGE 3
- --------------------------------------------------------------------------------

2. NO PREEMPTIVE RIGHTS.

(a) Preferred Stock. Unless otherwise specifically provided
in the terms of the Preferred Stock, the holders of any class of Preferred
Stock of this Corporation shall have no preemptive right to subscribe for and
purchase their proportionate share of any additional Preferred Stock (of the
same class or otherwise) or Common Stock issued by this Corporation, from and
after the issuance of the shares originally subscribed for by the stockholders
of this Corporation, whether such additional shares be issued for cash,
property, services or any other consideration and whether or not such shares be
presently authorized or be authorized by subsequent amendment to these Articles
of Incorporation.

(b) Common Stock. The holders of Common Stock of this
Corporation shall have no preemptive right to subscribe for and purchase their
proportionate share of any additional Preferred Stock or Common Stock issued by
this Corporation, from and after the issuance of the shares originally
subscribed for by the stockholders of this Corporation, whether such additional
shares be issued for cash, property, services or any other consideration and
whether or not such shares be presently authorized or be authorized by
subsequent amendment to these Articles of Incorporation.

3. PAYMENT FOR STOCK. The consideration for the issuance of shares
of capital stock may be paid, in whole or in part, in cash, in promissory
notes, in other property (tangible or intangible), in labor or services
actually performed for this Corporation, in promises to perform services in the
future evidenced by a written contract, or in other benefits to this
Corporation at a fair valuation to be fixed by the Board of Directors. When
issued, all shares of stock shall be fully paid and nonassessable.

4. TREASURY STOCK. The Board of Directors of this Corporation shall
have the authority to acquire by purchase and hold from time to time any shares
of its issued and outstanding capital stock for such consideration and upon
such terms and conditions as the Board of Directors in its discretion shall
deem proper and reasonable in the interest of this Corporation.

ARTICLE V

DIRECTORS

1. NUMBER. The Board of Directors of this Corporation shall consist
of no fewer than three (3) nor more than twelve (12) members, the exact numbers
of directors to be fixed from time to time as provided in the bylaws of this
Corporation.

2. CLASSIFICATION. The Board of Directors shall be divided into
three classes, Class I, Class II and Class III, as nearly equal in number as
possible. Upon the effectiveness of this provision, and determined on the
basis of prior election, directors of the first class (Class I) shall hold
office for a
<PAGE> 4

LAMALIE ASSOCIATES, INC.
ARTICLES OF INCORPORATION PAGE 4
- --------------------------------------------------------------------------------

term expiring at the 1998 annual meeting of stockholders; directors of the
second class (Class II) shall be elected to hold office for a term expiring at
the 1999 annual meeting of stockholders; and directors of the third class
(Class III) shall be elected to hold office for a term expiring at the 2000
annual meeting of stockholders. Subject to adjustment as contemplated by the
following paragraph, at each annual meeting of stockholders after 1997, the
successors to the class of directors whose terms then shall expire shall be
identified as being the same class as the directors they succeed and elected to
hold office for a term expiring at the third succeeding annual meeting of
stockholders.

If the number of directors is changed, any increase or decrease shall
be apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional directors of any
class elected by stockholders to fill a vacancy shall hold office for a term
that shall coincide with the remaining term of that class, but in no case will
a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting for the year
in which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.

Notwithstanding the foregoing, if and whenever the holders of any one
or more classes or series of Preferred Stock issued by this Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, 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 or the resolution or
resolutions adopted by the Board of Directors pursuant to Article IV hereof,
and such directors so elected shall not be divided into classes pursuant to
this Article V unless expressly provided by such terms.

3. POWERS. The business and affairs of this Corporation shall be
managed by the Board of Directors, which may exercise all such powers of this
Corporation and do all such lawful acts and things as are not by law directed
or required to be exercised or done by the stockholders.

4. QUORUM. A quorum for the transaction of business at all meetings
of the Board of Directors shall be a majority of the number of directors
determined from time to time to comprise the Board of Directors, and the act of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the directors.

5. REMOVAL. Subject to the rights, if any, of the holders of shares
of Preferred Stock then outstanding, any or all of the directors of this
Corporation may be removed from office at any annual or special meeting of
stockholders by the affirmative vote of at least a majority of the then
outstanding shares of Common Stock of this Corporation. Notice of any such
annual or special meeting of stockholders shall state that the removal of a
director or directors is among the purposes of the meeting and shall state the
grounds therefor. Directors may not be removed by the stockholders without
cause.
<PAGE> 5

LAMALIE ASSOCIATES, INC.
ARTICLES OF INCORPORATION PAGE 5
- --------------------------------------------------------------------------------

6. VACANCIES. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office until the
next stockholders' meeting at which directors are elected (or, if permitted
under applicable law, until the expiration of the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred)and until such director's successor is duly elected and qualifies,
unless such director sooner dies, resigns or is removed by the stockholders at
any annual or special meeting. A director elected by stockholders to fill a
vacancy shall be elected for the unexpired term of such director's predecessor
in office.

7. NOMINATIONS AND ELECTIONS. Subject to the rights, if any, of the
holders of shares of Preferred Stock then outstanding, only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors at meetings of stockholders.

Nominations of persons for election to the Board of Directors of this
Corporation may be made at a meeting of stockholders by or at the direction of:
(a) the Board of Directors; (b) by any nominating committee or person appointed
by the Board; (c) or by any stockholder of this Corporation entitled to vote
for the election of directors at the meeting who complies with the notice
procedures set forth in this Article V, Section 7.

Nominations by stockholders shall be made pursuant to timely notice in
writing to the Secretary of this Corporation. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
offices of this Corporation not less than 60 days prior to the date of the
meeting at which the director(s) are to be elected, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than 70 days' notice or prior public disclosure
of the date of the scheduled meeting is given or made, notice by the
stockholder, to be timely, must be so delivered or received not later than the
close of business on the tenth day following the earlier of the day on which
notice was given or such public disclosure was made.

A stockholder's notice to the Secretary shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of this Corporation which are
beneficially owned by the person and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Schedule 14A under the Securities Exchange
Act of 1934, as amended; and (b) as to the stockholder giving the notice (i)
the name and address, as they appear on this Corporation's books, of the
stockholder and (ii) the class and number of shares of this Corporation's stock
which are beneficially owned by the stockholder on the date of such stockholder
notice. This Corporation may require any proposed nominee to furnish
<PAGE> 6

LAMALIE ASSOCIATES, INC.
ARTICLES OF INCORPORATION PAGE 6
- --------------------------------------------------------------------------------

such other information as may reasonably be required by this Corporation to
determine the eligibility of such proposed nominee to serve as a director of
this Corporation.

The presiding officer of the meeting shall determine and declare at
the meeting whether the nomination was made in accordance with the terms of
this Article V, Section 7. If the presiding officer determines that a
nomination was not made in accordance with the terms of this Article V, Section
7, he or she shall so declare at the meeting and any such defective nomination
shall be disregarded.

ARTICLE VI

STOCKHOLDER MEETINGS

1. ANNUAL MEETINGS. At an annual meeting of stockholders, only such
business shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting (a) by, or at the direction
of, the Board of Directors, or (b) by any stockholder of this Corporation who
complies with the notice procedures set forth in this Article VI, Section 1 and
the requirements of Rule 14a-8 under the Securities Exchange Act of 1934.

For a proposal to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of this Corporation. To be timely, a stockholder's notice
must be delivered to, or mailed and received at, the principal executive
offices of this Corporation not less than 60 days prior to the scheduled annual
meeting, regardless of any postponements, deferrals or adjournments of that
meeting to a later date; provided, however, that if less than 70 days' notice
or prior public disclosure of the date of the scheduled annual meeting is given
or made, notice by the stockholder, to be timely, must be so delivered or
received not later than the close of business on the tenth day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was given or the day on which such public disclosure was made.

A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting, in addition
to any other information as may be required by law, (a) a brief description of
the proposal desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address,
as they appear on this Corporation's books, of the stockholder proposing such
business and any other stockholders known by such stockholder to be supporting
such proposal, (c) the class and number of shares of this Corporation's stock
which are beneficially owned by the stockholder on the date of such stockholder
notice and by any other stockholders known by such stockholder to be supporting
such proposal on the date of such stockholder notice, and (d) any financial
interest of the stockholder in such proposal.
<PAGE> 7

LAMALIE ASSOCIATES, INC.
ARTICLES OF INCORPORATION PAGE 7
- --------------------------------------------------------------------------------

The presiding officer of the annual meeting shall determine and
declare at the annual meeting whether the stockholder proposal was made in
accordance with the terms of this Article VI, Section 1. If the presiding
officer determines that a stockholder proposal was not made in accordance with
the terms of this Article VI, Section 1, he or she shall so declare at the
annual meeting and any such proposal shall not be acted upon at the annual
meeting.

This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed
and received as herein provided.

2. SPECIAL MEETINGS. Special meetings of the stockholders of this
Corporation for any purpose or purposes may be called at any time by (a) the
Board of Directors; (b) the Chairman of the Board of Directors (if one is so
appointed); (c) the President of this Corporation; or (d) by holders of not
less than 33-1/3% of all the votes entitled to be cast on any issue proposed to
be considered at the proposed special meeting, if such stockholders sign, date
and deliver to this Corporation's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held. Special
meetings of the stockholders of this Corporation may not be called by any other
person or persons.

At any special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been set
forth in the notice of such special meeting.

3. WRITTEN CONSENTS. Any action required or permitted to be taken at
any annual or special meeting of stockholders of this Corporation may be taken
only upon the vote of such stockholders at an annual or special meeting duly
called in accordance with the terms of this Article VI, Section 1 and 2, and
may not be taken by written consent of such stockholders.

ARTICLE VII

AMENDMENTS

This Corporation reserves the right to amend, alter, change or repeal
any provisions contained in these Articles of Incorporation in the manner now
or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are subject to this reservation. Notwithstanding anything
contained in these Articles of Incorporation to the contrary, the affirmative
vote of at least 66-2/3% of the outstanding shares of Common Stock of this
Corporation shall be required to amend or repeal this Article VII, Article V or
Article VI of these Articles of Incorporation or to adopt any provision
inconsistent therewith.
<PAGE> 8

LAMALIE ASSOCIATES, INC.
ARTICLES OF INCORPORATION PAGE 8
- --------------------------------------------------------------------------------

ARTICLE VIII

BYLAWS

1. ADOPTION, AMENDMENT, ETC. The power to adopt the bylaws of this
Corporation, to alter, amend or repeal the bylaws, or to adopt new bylaws,
shall be vested in the Board of Directors of this Corporation; provided,
however, that any bylaw or amendment thereto as adopted by the Board of
Directors may be altered, amended, or repealed in accordance with the bylaws of
this Corporation by vote of the stockholders entitled to vote thereon, or a new
bylaw in lieu thereof may be adopted by the stockholders, and the stockholders
may prescribe in any bylaw made by them that such bylaw shall not be altered,
amended or repealed by the Board of Directors.

2. SCOPE. The bylaws of this Corporation shall be for the government
of this Corporation and may contain any provisions or requirements for the
management or conduct of the affairs and business of this Corporation, provided
the same are not inconsistent with the provisions of these Articles of
Incorporation, or contrary to the laws of the State of Florida or of the United
States.

IN WITNESS WHEREOF, LAMALIE ASSOCIATES, INC. has caused these Amended
and Restated Articles of Incorporation to be executed and acknowledged by its
undersigned duly authorized officers this _________ day of May, 1997.

ATTEST: LAMALIE ASSOCIATES, INC.

(CORPORATE SEAL)

By:
- --------------------------------------- ------------------------------
, [Assistant] Secretary , [Vice] President

<PAGE> 1

EXHIBIT 3.2

* * * * * * *

BYLAWS

LAMALIE ASSOCIATES, INC.

* * * * * * *
<PAGE> 2

BYLAWS
OF
LAMALIE ASSOCIATES, INC.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Title Page
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<S> <C> <C>
ARTICLE I
OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Other Offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Place of Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 4. Notice of Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Notice of Adjourned Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Waiver of Call and Notice of Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 7. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 8. Adjournment: Quorum for Adjourned Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 9. Voting on Matters Other Than Election of Directors . . . . . . . . . . . . . . . . . . . . . 3
Section 10. Voting for Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 11. Voting Lists. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 12. Voting of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 13. Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 14. Inspectors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1. General Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2. Number, Tenure and Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3. Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4. Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5. Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 6. Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 7. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 8. Adjournment: Quorum for Adjourned Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 9. Manner of Acting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 10. Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 11. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

</TABLE>

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<TABLE>
<S> <C>
Section 12. Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 13. Presumption of Assent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 14. Informal Action by Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 15. Meeting by Telephone, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV
OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1. Number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2. Appointment and Term of Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3. Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4. Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 6. Duties of Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 7. Salaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 8. Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 9. Disaster Emergency Powers of Acting Officers. . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE V
EXECUTIVE AND OTHER COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1. Creation of Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2. Executive Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3. Other Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4. Removal or Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5. Vacancies on Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6. Meetings of Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7. Absence of Committee Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 8. Quorum of Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 9. Manner of Acting of Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 10. Minutes of Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 11. Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 12. Informal Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2. Actions by or in the Right of this Corporation . . . . . . . . . . . . . . . . . . . . . . 10
Section 3. Obligation to Indemnify . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4. Determination that Indemnification is Proper . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5. Evaluation and Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6. Prepayment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7. Nonexclusivity and Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 8. Continuation of Indemnification Right . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 9. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

</TABLE>

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<TABLE>
<S> <C>
ARTICLE VII
INTERESTED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2. Determination of Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3. Approval by Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VIII
CERTIFICATES OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1. Certificates for Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2. Signatures of Past Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3. Transfer Agents and Registrars. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4. Transfer of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5. Lost Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE IX
RECORD DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1. Record Date for Stockholder Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2. Record Date for Dividend and Other Distributions . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE X
DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE XI
FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE XII
SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE XIII
STOCK IN OTHER CORPORATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE XIV
AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE XV
EMERGENCY BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1. Scope of Emergency Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2. Call and Notice of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3. Quorum and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4. Appointment of Temporary Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 5. Modification of Lines of Succession . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6. Change of Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 7. Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 8. Amendment or Repeal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE XVI
PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

</TABLE>

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BYLAWS

LAMALIE ASSOCIATES, INC.

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of LAMALIE
ASSOCIATES, INC. (this "Corporation") shall be at such place within or without
the State of Florida as the Board of Directors of this Corporation (the "Board
of Directors" or the "Board") or the officers of this Corporation acting within
their authority shall from time to time determine.

Section 2. Other Offices. This Corporation may also have
offices at such other places both within and without the State of Florida as
the Board of Directors or the officers of this Corporation acting within their
authority may from time to time determine or the business of this Corporation
may require.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the
stockholders shall be held between January 1 and December 31, inclusive, in
each year for the purpose of electing directors and for the transaction of such
other proper business as may come before the meeting, the exact date to be
established by the Board of Directors from time to time.

Section 2. Special Meetings. Special meetings of the
stockholders may be called, for any purpose or purposes, by the Board of
Directors, the Chairman of the Board (if one is so appointed) or the President
and shall be called by the President or the Secretary if the holders of not
less than 33-1/3% percent of all the votes entitled to be cast on any issue
proposed to be considered at such special meeting sign, date and deliver to
this Corporation's Secretary one or more written demands for a special meeting,
describing the purpose(s) for which it is to be held. Special meetings of the
stockholders of this Corporation may not be called by any other person or
persons. Notice and call of any such special meeting shall state the purpose
or purposes of the proposed meeting, and business transacted at any special
meeting of the stockholders shall be limited to the purposes stated in the
notice thereof.

Section 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Florida, as the
place of meeting for any annual or special meeting of

1
<PAGE> 6

the stockholders. If no designation is made, the place of meeting shall be the
principal executive office of this Corporation.

Section 4. Notice of Meeting. Written notice stating the place,
day and hour of an annual or special meeting and the purpose or purposes for
which it is called shall be given no fewer than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to vote
at such meeting, except that no notice of a meeting need be given to any
stockholder for which notice is not required to be given under law. Notice may
be delivered personally, via United States mail, telegraph, teletype, facsimile
or other electronic transmission, or by private mail carriers handling
nationwide mail services, by or at the direction of the President, the
Secretary, the Board of Directors, or the person(s) calling the meeting. If
mailed via United States mail, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at the
stockholder's address as it appears on the stock transfer books of this
Corporation, with postage thereon prepaid. If the notice is mailed at least 30
days before the date of the meeting, the mailing may be done by a class of
United States mail other than first class.

Section 5. Notice of Adjourned Meeting. If an annual or special
stockholders' meeting is adjourned to a different date, time, or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an adjournment is taken, and any business
may be transacted at the adjourned meeting that might have been transacted on
the original date of the meeting. If, however, a new record date for the
adjourned meeting is or must be fixed under law, notice of the adjourned
meeting must be given to persons who are stockholders as of the new record date
and who are otherwise entitled to notice of such meeting.

Section 6. Waiver of Call and Notice of Meeting. Call and
notice of any stockholders' meeting may be waived by any stockholder before or
after the date and time stated in the notice. Such waiver must be in writing
signed by the stockholder and delivered to this Corporation. Neither the
business to be transacted at nor the purpose of any special or annual meeting
need be specified in such waiver. A stockholder's attendance at a meeting (a)
waives such stockholder's ability to object to lack of notice or defective
notice of the meeting, unless the stockholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting; and (b)
waives such stockholder's ability to object to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the stockholder objects to considering the matter
when it is presented.

Section 7. Quorum. Except as otherwise provided in these Bylaws
or in the Articles of Incorporation of this Corporation, as amended from time
to time (the "Articles of Incorporation"), a majority of the outstanding shares
of this Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of the stockholders. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting, unless a new record date is or must be set for that adjourned meeting,
and the withdrawal of stockholders after a quorum has been established at a
meeting shall not effect the validity of any action taken at the meeting or any
adjournment thereof.

Section 8. Adjournment: Quorum for Adjourned Meeting. If less
than a majority of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn

2
<PAGE> 7

the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented or deemed to be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

Section 9. Voting on Matters Other Than Election of Directors.
At any meeting at which a quorum is present, action on any matter other than
the election of directors shall be approved if the votes cast by the holders of
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless a greater
number of affirmative votes or voting by classes is required by law, the
Articles of Incorporation or these Bylaws.

Section 10. Voting for Directors. Directors shall be elected by
a plurality of the votes cast by the shares entitled to vote at a meeting at
which a quorum is present.

Section 11. Voting Lists. At least ten (10) days prior to each
meeting of stockholders, the officer or agent having charge of the stock
transfer books for shares of this Corporation shall make a complete list of the
stockholders entitled to vote at such meeting, or any adjournment thereof, with
the address and the number, class and series (if any) of shares held by each,
which list shall be subject to inspection by any stockholder during normal
business hours for at least ten (10) days prior to the meeting. The list also
shall be available at the meeting and shall be subject to inspection by any
stockholder at any time during the meeting or its adjournment. The
stockholders list shall be prima facie evidence as to who are the stockholders
entitled to examine such list or the transfer books and to vote at any meeting
of the stockholders.

Section 12. Voting of Shares. Except as otherwise provided by
law or in the Articles of Incorporation, each stockholder entitled to vote
shall be entitled at every meeting of the stockholders to one vote in person or
by proxy on each matter for each share of voting stock held by such
stockholder. Such right to vote shall be subject to the right of the Board of
Directors to close the transfer books or to fix a record date for voting
stockholders as hereinafter provided. Treasury shares, and shares of stock of
this Corporation owned directly or indirectly by another corporation the
majority of the voting stock of which is owned or controlled by this
Corporation, shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares.

Section 13. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy, executed in writing and delivered to this
Corporation in the original or transmitted via telegram, or as a photographic,
photostatic or equivalent reproduction of a written proxy by the stockholder or
by the stockholder's duly authorized attorney-in-fact; but, no proxy shall be
valid after eleven (11) months from its date, unless the proxy provides for a
longer period. Each proxy shall be filed with the Secretary of this
Corporation before or at the time of the meeting. In the event that a proxy
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or, if only one is present, that one, shall
have all of the powers conferred by the proxy upon all the persons so
designated, unless the instrument shall provide otherwise.

Section 14. Inspectors. For each meeting of the stockholders,
the Board of Directors or the President may appoint one or more inspectors to
supervise the voting; and, if one or more inspectors are so appointed, all
questions respecting the qualification of any vote, the validity of any

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proxy, and the acceptance or rejection of any vote shall be decided by such
inspector(s). Before acting at any meeting, the inspector(s) shall take an
oath to execute their duties with strict impartiality and according to the best
of their ability. If any inspector shall fail to be present or shall decline
to act, the President shall appoint another inspector to act in his or her
place. In case of a tie vote by the inspectors on any question, the presiding
officer shall decide the issue.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of this
Corporation shall be managed by its Board of Directors, which may exercise all
such powers of this Corporation and do all such lawful acts and things as are
not by law, the Articles of Incorporation or these Bylaws directed or required
to be exercised or done only by the stockholders.

Section 2. Number, Tenure and Qualifications. The number of
directors of the Corporation shall be not less than three (3) nor more than
nine (9), the number of the same to be fixed by resolution adopted by a vote of
a majority of the then authorized number of directors; provided that no
decrease in the number of directors shall have the effect of shortening the
term of any then incumbent director. Each director shall hold office until
his or her term of office expires and until such director's successor is duly
elected and qualifies, unless such director sooner dies, resigns or is removed
by the stockholders at any annual or special meeting. It shall not be
necessary for directors to be stockholders. All directors shall be natural
persons who are 18 years of age or older.

Section 3. Annual Meeting. The Board of Directors shall hold an
annual meeting for the purpose of the election of officers and the transaction
of such other business as may come before the meeting. If no other date, place
and/or time is set by the Board for such meeting, the same shall be held at the
same place as and immediately following the annual meeting of stockholders;
and, if a majority of the directors are present at such place and time, no
prior notice of such meeting shall be required to be given to the directors.

Section 4. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice from time to time on such date(s), at such
time(s) and at such place(s) as shall have been determined in advance in
accordance with a schedule, resolution or other action duly adopted or taken by
the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if there be one, or the
President. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meetings of the
Board of Directors called by such person or persons, as the case may be. If no
such designation is made, the place of meeting shall be the principal executive
office of this Corporation. Notice of any special meeting of the Board shall
be given, unless waived, in accordance with Section 6 of this Article.

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Section 6. Notice. Whenever notice of a meeting is required,
written notice stating the place, day and hour of the meeting shall be
delivered at least two (2) days prior thereto to each director, either
personally, or by United States mail, telegraph, teletype, facsimile or other
form of electronic communication, or by private mail carriers handling
nationwide mail services, to the director's business address. If notice is
given by United States mail, such notice shall be deemed to be delivered five
(5) days after deposited in the United States mail so addressed with postage
thereon prepaid or when received, if such date is earlier. If notice is given
by telegraph, teletype, facsimile transmission or other form of electronic
communication or by private mail carriers handling nationwide mail services,
such notice shall be deemed to be delivered when received by the director. Any
director may waive notice of any meeting, either before, at or after such
meeting. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened and so states at the beginning of
the meeting or promptly upon arrival at the meeting.

Section 7. Quorum. A majority of the total number of directors
as determined from time to time to comprise the Board of Directors shall
constitute a quorum.

Section 8. Adjournment: Quorum for Adjourned Meeting. If less
than a majority of the total number of directors are present at a meeting, a
majority of the directors so present may adjourn the meeting from time to time
without further notice. At any adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally noticed.

Section 9. Manner of Acting. If a quorum is present when a vote
is taken, the act of a majority of the directors present at the meeting shall
be the act of the Board of Directors unless otherwise provided in the Articles
of Incorporation.

Section 10. Removal. Subject to the rights, if any, of the
holders of shares of Preferred Stock then outstanding, any or all of the
directors of this Corporation may be removed from office at any annual or
special meeting of stockholders by the affirmative vote of at least a majority
of the then outstanding shares of Common Stock of this Corporation. Notice of
any such annual or special meeting of stockholders shall state that the removal
of a director or directors is among the purposes of the meeting and shall state
the grounds therefor. Directors may not be removed by the stockholders without
cause.

Section 11. Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office
until the next stockholders' meeting at which directors are elected (or, if
permitted under applicable law, until the expiration of the remainder of the
full term of the class of directors in which the new directorship was created
or the vacancy occurred)and until such director's successor is duly elected and
qualifies, unless such director sooner dies, resigns or is removed by the
stockholders at any annual or special meeting. A director elected by
stockholders to fill a vacancy shall be elected for the unexpired term of such
director's predecessor in office.

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Section 12. Compensation. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid compensation for
attendance at each meeting of the Board of Directors or for serving as
directors. No payment shall preclude any director from serving this
Corporation in any other capacity and receiving compensation therefor.

Section 13. Presumption of Assent. A director of this
Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless such director objects at the beginning of the meeting
(or promptly upon his or her arrival) to the holding of the meeting or the
transacting of specified business at the meeting or such director votes against
such action or abstains from voting in respect of such matter.

Section 14. Informal Action by Board. Any action required or
permitted to be taken by any provisions of law, the Articles of Incorporation
or these Bylaws at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if each and every member of the Board or
of such committee, as the case may be, signs a written consent thereto and such
written consent is filed in the minutes of the proceedings of the Board or such
committee, as the case may be. Action taken under this section is effective
when the last director signs the consent, unless the consent specifies a
different effective date, in which case it is effective on the date so
specified.

Section 15. Meeting by Telephone, Etc. Directors or the members
of any committee thereof shall be deemed present at a meeting of the Board of
Directors or of any such committee, as the case may be, if the meeting is
conducted using a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of this Corporation shall
consist of a Chief Executive Officer, a President, a Secretary and a Treasurer,
each of whom shall be appointed by the Board of Directors. The Board of
Directors may also appoint a Chairman of the Board, who may be an officer of
this Corporation if the Board so determines, one or more Vice Presidents, one
or more Assistant Secretaries and Assistant Treasurers and such other officers
as the Board of Directors shall deem appropriate. The same individual may
simultaneously hold more than one office in this Corporation.

Section 2. Appointment and Term of Office. The officers of this
Corporation shall be appointed annually by the Board of Directors at its annual
meeting. If the appointment of officers shall not be made at such meeting,
such appointment shall be made as soon thereafter as is convenient. Each
officer shall hold office until such officer's successor is duly appointed and
qualifies, unless such officer sooner dies, resigns or is removed by the Board.
The appointment of an officer does not itself create contract rights.

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Section 3. Resignation. An officer may resign at any time by
delivering notice to this Corporation. A resignation shall be effective when
the notice is delivered unless the notice specifies a later effective date. An
officer's resignation shall not affect this Corporation's contract rights, if
any, with the officer.

Section 4. Removal. The Board of Directors may remove any
officer at any time with or without cause. An officer's removal shall not
affect the officer's contract rights, if any, with this Corporation.

Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

Section 6. Duties of Officers. The Chairman of the Board of
this Corporation, or the President if there shall not be a Chairman of the
Board, shall preside at all meetings of the Board of Directors and of the
stockholders. The Chief Executive Officer shall be the chief executive officer
of this Corporation. The Secretary shall be responsible for preparing minutes
of the directors' and stockholders' meetings and for authenticating records of
this Corporation. Subject to the foregoing, the officers of this Corporation
shall have such powers and duties as ordinarily pertain to their respective
offices and such additional powers and duties specifically conferred by law,
the Articles of Incorporation and these Bylaws, or as may be assigned to them
from time to time by the Board of Directors or an officer authorized by the
Board of Directors to prescribe the duties of other officers.

Section 7. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, by any duly appointed
committee thereof, or otherwise as approved by the Board, and no officer shall
be prevented from receiving a salary or other compensation by reason of the
fact that the officer is also a director of this Corporation.

Section 8. Delegation of Duties. In the absence or disability
of any officer of this Corporation, or for any other reason deemed sufficient
by the Board of Directors, the Board may delegate the powers or duties of such
officer to any other officer or to any other director for the time being.

Section 9. Disaster Emergency Powers of Acting Officers. Unless
otherwise expressly prescribed by action of the Board of Directors taken
pursuant to Article XV of these Bylaws, if, as a result of some catastrophic
event, a quorum of this Corporation's directors cannot readily be assembled and
the Chief Executive Officer is unable to perform the duties of the office of
Chief Executive Officer and/or other officers are unable to perform their
duties, (a) the powers and duties of Chief Executive Officer shall be held and
performed by that officer of this Corporation highest on the list of successors
(adopted by the Board of Directors for such purpose) who shall be available and
capable of holding and performing such powers and duties; and, absent any such
prior designation, by the President; or, if the President is not available and
capable of holding and performing such powers and duties, then by that Vice
President who shall be available and capable of holding and performing such
powers and duties whose surname commences with the earliest letter of the
alphabet among all such Vice Presidents; or, if no Vice President is available
and capable of holding and performing such powers and duties, then by the
Secretary; or, if the Secretary is likewise unavailable,

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by the Treasurer; (b) the officer so selected to hold and perform such powers
and duties shall serve as Acting Chief Executive Officer until the Chief
Executive Officer again becomes capable of holding and performing the powers
and duties of Chief Executive Officer, or until the Board of Directors shall
have elected a new Chief Executive Officer or designated another individual as
Acting Chief Executive Officer; (c) such officer (or the Chief Executive
Officer, if such person is still serving) shall have the power, in addition to
all other powers granted to the Chief Executive Officer by law, the Articles of
Incorporation, these Bylaws and the Board of Directors, to appoint acting
officers to fill vacancies that may have occurred, either permanently or
temporarily, by reason of such disaster or emergency, each of such acting
appointees to serve in such capacity until the officer for whom the acting
appointee is acting is capable of performing the duties of such office, or
until the Board of Directors shall have designated another individual to
perform such duties or shall have elected or appointed another person to fill
such office; (d) each acting officer so appointed shall be entitled to exercise
all powers invested by law, the Articles of Incorporation, these Bylaws and the
Board of Directors in the office in which such person is serving; and (e)
anyone transacting business with this Corporation may rely upon a certificate
signed by any two officers of this Corporation that a specified individual has
succeeded to the powers and duties of the Chief Executive Officer or such other
specified office. Any person, firm, corporation or other entity to which such
certificate has been delivered by such officers may continue to rely upon it
until notified of a change by means of a writing signed by two officers of this
corporation.

ARTICLE V

EXECUTIVE AND OTHER COMMITTEES

Section 1. Creation of Committees. The Board of Directors may
designate an Executive Committee and one or more other committees, each to
consist of two (2) or more of the directors of this Corporation.

Section 2. Executive Committee. The Executive Committee, if
there shall be one, shall consult with and advise the officers of this
Corporation in the management of its business, and shall have, and may
exercise, except to the extent otherwise provided in the resolution of the
Board of Directors creating such Executive Committee, such powers of the Board
of Directors as can be lawfully delegated by the Board.

Section 3. Other Committees. Such other committees, to the
extent provided in the resolution or resolutions creating them, shall have such
functions and may exercise such powers of the Board of Directors as can be
lawfully delegated.

Section 4. Removal or Dissolution. Any Committee of the Board
of Directors may be dissolved by the Board at any meeting; and any member of
such committee may be removed by the Board of Directors with or without cause.
Such removal shall be without prejudice to the contract rights, if any, of the
person so removed.

Section 5. Vacancies on Committees. Vacancies on any committee
of the Board of Directors shall be filled by the Board of Directors at any
regular or special meeting.

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Section 6. Meetings of Committees. Regular meetings of any
committee of the Board of Directors may be held without notice from time to
time on such date(s), at such time(s) and at such place(s) as shall have been
determined in advance in accordance with a schedule, resolution or other action
duly adopted or taken by such committee and special meetings of any such
committee may be called by any member thereof upon two (2) days notice of the
date, time and place of the meeting given to each of the other members of such
committee, or on such shorter notice as may be agreed to in writing by each of
the other members of such committee, given either personally or in the manner
provided in Section 6 of Article III of these Bylaws (pertaining to notice for
directors' meetings).

Section 7. Absence of Committee Members. The Board of Directors
may designate one or more directors as alternate members of any committee of
the Board of Directors, who may replace at any meeting of such committee, any
member not able to attend.

Section 8. Quorum of Committees. At all meetings of committees
of the Board of Directors, a majority of the total number of members of the
committee as determined from time to time shall constitute a quorum for the
transaction of business.

Section 9. Manner of Acting of Committees. If a quorum is
present when a vote is taken, the act of a majority of the members of any
committee of the Board of Directors present at the meeting shall be the act of
such committee.

Section 10. Minutes of Committees. Each committee of the Board
of Directors shall keep regular minutes of its proceedings and report the same
to the Board of Directors when required.

Section 11. Compensation. Members of any committee of the Board
of Directors may be paid compensation in accordance with the provisions of
Section 12 of Article III of these Bylaws (pertaining to compensation of
directors).

Section 12. Informal Action. Any committee of the Board of
Directors may take such informal action and hold such informal meetings as
allowed by the provisions of Sections 14 and 15 of Article III of these Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. General. To the fullest extent permitted by law,
this Corporation shall be entitled but, subject to Sections 2 and 3 below, not
obligated to indemnify any person who is or was a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or other
type of proceeding (other than an action by or in the right of this
Corporation), whether civil, criminal, administrative, investigative or
otherwise, and whether formal or informal, by reason of the fact that such
person is or was a director or officer of this Corporation or is or was serving
at the request of this Corporation as a director, officer, employee, agent,
trustee or fiduciary of another corporation, partnership, joint venture, trust
(including, without limitation, an employee benefit trust)

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or other enterprise, against judgments, amounts paid in settlement, penalties,
fines (including an excise tax assessed with respect to any employee benefit
plan) and expenses (including attorneys' fees, paralegals' fees and court
costs) actually and reasonably incurred in connection with any such action,
suit or other proceeding, including any appeal thereof, if such person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of this Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any such action, suit or other
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner that such person
reasonably believed to be in, or not opposed to, the best interests of this
Corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

Section 2. Actions by or in the Right of this Corporation. To
the fullest extent permitted by law, whenever indemnification is proper as
determined below, this Corporation shall be obligated to indemnify any person
who is or was a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or other type of proceeding (as further
described in Section 1 of this Article VI) by or in the right of this
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of this Corporation or is or was serving
at the request of this Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees, paralegals' fees and court costs)
and amounts paid in settlement not exceeding, in the judgment of the Board of
Directors, the estimated expenses of litigating the action, suit or other
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such action, suit or other proceeding, including
any appeal thereof, if such person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the best interests of
this Corporation, except that no indemnification shall be made under this
Section 2 in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such action, suit or other proceeding was brought, or any other
court of competent jurisdiction, shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses that such court shall deem proper.

Section 3. Obligation to Indemnify. To the extent that a
director or officer has been successful on the merits or otherwise in defense
of any action, suit or other proceeding referred to in Section 1 or Section 2
of this Article VI, or in the defense of any claim, issue or matter therein,
such person shall, upon application, be indemnified against expenses (including
attorneys' fees, paralegals' fees and court costs) actually and reasonably
incurred by such person in connection therewith.

Section 4. Determination that Indemnification is Proper.
Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless
made under the provisions of Section 3 of this Article VI or unless otherwise
made pursuant to a determination by a court, shall be made by this Corporation
only as authorized in the specific case upon a determination that the
indemnification is proper in the circumstances because the indemnified person
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article VI. Such determination shall be made either

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(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or other proceeding to which
the indemnification relates; (2) if such a quorum is not obtainable or, even if
obtainable, by majority vote of a committee duly designated by the Board of
Directors (the designation being one in which directors who are parties may
participate) consisting solely of two or more directors not at the time parties
to such action, suit or other proceeding; (3) by independent legal counsel (i)
selected by the Board of Directors in accordance with the requirements of
subsection (1) or by a committee designated under subsection (2) or (ii) if a
quorum of the directors cannot be obtained and a committee cannot be
designated, selected by majority vote of the full Board of Directors (the vote
being one in which directors who are parties may participate); or (4) by the
stockholders by a majority vote of a quorum consisting of stockholders who were
not parties to such action, suit or other proceeding or, if no such quorum is
obtainable, by a majority vote of stockholders who were not parties to such
action, suit or other proceeding.

Section 5. Evaluation and Authorization. Evaluation of the
reasonableness of expenses and authorization of indemnification shall be made
in the same manner as is prescribed in Section 4 of this Article VI for the
determination that indemnification is permissible; provided, however, that if
the determination as to whether indemnification is permissible is made by
independent legal counsel, the persons who selected such independent legal
counsel shall be responsible for evaluating the reasonableness of expenses and
may authorize indemnification.

Section 6. Prepayment of Expenses. Expenses (including
attorneys' fees, paralegals' fees and court costs) incurred by a director or
officer in defending a civil or criminal action, suit or other proceeding
referred to in Section 1 or Section 2 of this Article VI may, in the discretion
of the Board of Directors, be paid by this Corporation in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if such person is ultimately found not
to be entitled to indemnification by this Corporation pursuant to this Article
VI.

Section 7. Nonexclusivity and Limitations. The indemnification
and advancement of expenses provided pursuant to this Article VI shall not be
deemed exclusive of any other rights to which a person may be entitled under
any law, Bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to
action in any other capacity while holding office with this Corporation, and
shall continue as to any person who has ceased to be a director or officer and
shall inure to the benefit of such person's heirs and personal representatives.
The Board of Directors may, at any time, approve indemnification of or
advancement of expenses to any other person that this Corporation has the power
by law to indemnify, including, without limitation, employees and agents of
this Corporation. In all cases not specifically provided for in this Article
VI, indemnification or advancement of expenses shall not be made to the extent
that such indemnification or advancement of expenses is expressly prohibited by
law.

Section 8. Continuation of Indemnification Right. Unless
expressly otherwise provided when authorized or ratified by this corporation,
indemnification and advancement of expenses as provided for in this Article VI
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person. For purposes of this Article VI, the term
"corporation" includes, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a

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consolidation or merger, so that any person who is or was a director or officer
of a constituent corporation, or is or was serving at the request of a
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, is in the
same position under this Article VI with respect to the resulting or surviving
corporation as such person would have been with respect to such constituent
corporation if its separate existence had continued.

Section 9. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of this Corporation, or who is or was serving at the request of this
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise 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 this Corporation
would have the power to indemnify such person against the liability under
Section 1 or Section 2 of this Article VI.

ARTICLE VII

INTERESTED PARTIES

Section 1. General. No contract or other transaction between
this Corporation and any one or more of its directors or any other corporation,
firm, association or entity in which one or more of its directors are directors
or officers or are financially interested shall be either void or voidable
because of such relationship or interest, because such director or directors
were present at the meeting of the Board of Directors or of a committee thereof
that authorizes, approves or ratifies such contract or transaction or because
such director's or directors' votes are counted for such purpose if: (a) the
fact of such relationship or interest is disclosed or known to the Board of
Directors or committee that authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting
the votes or consents of such interested directors; (b) the fact of such
relationship or interest is disclosed or known to the stockholders entitled to
vote on the matter, and they authorize, approve or ratify such contract or
transaction by vote or written consent; or (c) the contract or transaction is
fair and reasonable as to this Corporation at the time it is authorized by the
Board of Directors, a committee thereof or the stockholders.

Section 2. Determination of Quorum. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or a committee thereof that authorizes, approves or
ratifies a contract or transaction referred to in Section 1 of this Article
VII.

Section 3. Approval by Stockholders. For purposes of Section
1(b) of this Article VII, a conflict of interest transaction shall be
authorized, approved or ratified if it receives the vote of a majority of the
shares entitled to be counted under this Section 3. Shares owned by or voted
under the control of a director who has a relationship or interest in the
transaction described in Section 1 of this Article VII may not be counted in a
vote of stockholders to determine whether to authorize, approve or ratify a
conflict of interest transaction under Section 1(b) of this Article VII. The
vote of the shares owned by or voted under the control of a director who has a
relationship or interest in

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the transaction described in Section 1 of this Article VII, shall be counted,
however, in determining whether the transaction is approved under other
sections of this Corporation's Bylaws and law. A majority of those shares that
would be entitled, if present, to be counted in a vote on the transaction under
this Section 3 shall constitute a quorum for the purpose of taking action under
this Section 3.

ARTICLE VIII

CERTIFICATES OF STOCK

Section 1. Certificates for Shares. Shares may but need not be
represented by certificates. The rights and obligations of stockholders shall
be identical whether or not their shares are represented by certificates. If
shares are represented by certificates, each certificate shall be in such form
as the Board of Directors may from time to time prescribe, signed (either
manually or in facsimile) by the President or a Vice President (and may be
signed (either manually or in facsimile) by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal
of this Corporation or its facsimile), exhibiting the holder's name, certifying
the number of shares owned and stating such other matters as may be required by
law. The certificates shall be numbered and entered on the books of this
Corporation as they are issued. If shares are not represented by certificates,
then, within a reasonable time after issue or transfer of shares without
certificates, this Corporation shall send the stockholder a written statement
in such form as the Board of Directors may from time to time prescribe,
certifying as to the number of shares owned by the stockholder and as to such
other information as would have been required to be on certificates for such
shares.

If and to the extent this Corporation is authorized to issue shares of
more than one class or more than one series of any class, every certificate
representing shares shall set forth or fairly summarize upon the face or back
of the certificate, or shall state that the Corporation will furnish to any
stockholder upon request and without charge a full statement of:

(a) the designations, relative rights, preferences and limitations
of the shares of each class or series authorized to be issued;

(b) the variations in rights, preferences and limitations between
the shares of each such series, if this Corporation is authorized to issue any
preferred or special class in series insofar as the same have been fixed and
determined; and

(c) the authority of the Board of Directors to fix and determine
the variations, relative rights and preferences of future series.

Section 2. Signatures of Past Officers. If the person who
signed (either manually or in facsimile) a share certificate no longer holds
office when the certificate is issued, the certificate shall nevertheless be
valid.

Section 3. Transfer Agents and Registrars. The Board of
Directors may, in its discretion, appoint responsible banks or trust companies
in such city or cities as the Board may deem advisable

13
<PAGE> 18

from time to time to act as transfer agents and registrars of the stock of this
Corporation; and, when such appointments shall have been made, no stock
certificate shall be valid until countersigned by one of such transfer agents
and registered by one of such registrars.

Section 4. Transfer of Shares. Transfers of shares of this
Corporation shall be made upon its books by the holder of the shares in person
or by the holder's lawfully constituted representative, upon surrender of the
certificate of stock for cancellation if such shares are represented by a
certificate of stock or by delivery to this Corporation of such evidence of
transfer as may be required by this Corporation if such shares are not
represented by certificates. The person in whose name shares stand on the
books of this Corporation shall be deemed by this Corporation to be the owner
thereof for all purposes and this Corporation shall not be bound to recognize
any equitable or other claim to or interest in such share on the part of any
other person, whether or not it shall have express or other notice thereof,
save as expressly provided by the laws of the State of Florida.

Section 5. Lost Certificates. The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by this Corporation and alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock 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 the owner's
legal representative, to pay a reasonable charge for issuing the new
certificate, to advertise the matter in such manner as it shall require and/or
to give this Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against this Corporation with respect to the
certificate alleged to have been lost or destroyed.

ARTICLE IX

RECORD DATE

Section 1. Record Date for Stockholder Actions. The Board of
Directors is authorized from time to time to fix in advance a date, not more
than seventy (70) nor less than ten (10) days before the date of any meeting of
the stockholders, a date in connection with the obtaining of the consent of
stockholders for any purpose, or the date of any other action requiring a
determination of the stockholders, as the record date for the determination of
the stockholders entitled to notice of and to vote at any such meeting and any
adjournment thereof, or of the stockholders entitled to give such consent or
take such action, as the case may be. In no event may a record date so fixed
by the Board of Directors precede the date on which the resolution establishing
such record date is adopted by the Board of Directors. Only those stockholders
listed as stockholders of record as of the close of business on the date so
fixed as the record date shall be entitled to notice of and to vote at such
meeting and any adjournment thereof, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of this Corporation after any such record date fixed as aforesaid. If
the Board of Directors fails to establish a record date as provided herein, the
record date shall be deemed to be the date ten (10) days prior to the date of
the stockholders' meeting.

14
<PAGE> 19

Section 2. Record Date for Dividend and Other Distributions.
The Board of Directors is authorized from time to time to fix in advance a date
as the record date for the determination of the stockholders entitled to
receive a dividend or other distribution. Only those stockholders listed as
stockholders of record as of the close of business on the date so fixed as the
record date shall be entitled to receive the dividend or other distribution, as
the case may be, notwithstanding any transfer of any stock on the books of this
Corporation after any such record date fixed as aforesaid. If the Board of
Directors fails to establish a record date as provided herein, the record date
shall be deemed to be the date of authorization of the dividend or other
distribution.

ARTICLE X

DIVIDENDS

The Board of Directors may from time to time declare, and this
Corporation may pay, dividends on its outstanding shares of capital stock in
the manner and upon the terms and conditions provided by the Articles of
Incorporation and by law. Subject to the provisions of the Articles of
Incorporation and to law, dividends may be paid in cash or property, including
shares of stock or other securities of this Corporation.

ARTICLE XI

FISCAL YEAR

The fiscal year of this Corporation shall be the period selected by
the Board of Directors as the fiscal year.

ARTICLE XII

SEAL

A corporate seal, if adopted by the Board, shall have the name of this
Corporation, the word "SEAL" and the year of incorporation inscribed thereon,
or be in such other form as the Board may determine, and may be a facsimile,
engraved, printed or impression seal.

ARTICLE XIII

STOCK IN OTHER CORPORATIONS

Shares of stock in other corporations held by this Corporation shall
be voted by the President or such other officer or officers or other agent or
agents of this Corporation as the Board of Directors shall from time to time
designate for the purpose or by a proxy thereunto duly authorized by the Board
or the President.

15
<PAGE> 20

ARTICLE XIV

AMENDMENTS

Except as may be contrary to law of the Articles of Incorporation of
this Corporation, these Bylaws may be altered, amended or repealed in any
respect and one or more new Bylaws may be adopted by the Board of Directors;
provided that any Bylaw or amendment thereto as adopted by the Board of
Directors may be altered, amended or repealed by vote of the stockholders
entitled to vote thereon, or a new Bylaw in lieu thereof may be adopted by the
stockholders, and the stockholders may prescribe in any Bylaw made by them that
such Bylaw shall not be altered, amended or repealed by the Board of Directors.

ARTICLE XV

EMERGENCY BYLAWS

Section 1. Scope of Emergency Bylaws. The emergency Bylaws
provided in this Article XV shall be operative during any emergency,
notwithstanding any different provision set forth in the preceding Articles
hereof; provided, however, that to the extent not inconsistent with the
provisions of this Article XV and the emergency Bylaws, the Bylaws provided in
the preceding Articles shall remain in effect during such emergency. For
purposes of the emergency Bylaw provisions of this Article XV, an emergency
shall exist if a quorum of this Corporation's directors cannot readily be
assembled because of some catastrophic event. Upon termination of the
emergency, these emergency Bylaws shall cease to be operative.

Section 2. Call and Notice of Meeting. During any emergency, a
meeting of the Board of Directors may be called by any officer or director of
this Corporation. Notice of the date, time and place of the meeting shall be
given by the person calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication. Such notice shall
be given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.

Section 3. Quorum and Voting. At any such meeting of the Board
of Directors, a quorum shall consist of any one or more directors, and the act
of the majority of the directors present at such meeting shall be the act of
this Corporation.

Section 4. Appointment of Temporary Directors.

(a) The director or directors who are able to be
assembled at a meeting of directors during an emergency may assemble for the
purpose of appointing, if such directors deem it necessary, one or more
temporary directors (the "Temporary Directors") to serve as directors of this
Corporation during the term of any emergency.

(b) If no directors are able to attend a meeting of
directors during an emergency, then such stockholders as may reasonably be
assembled shall have the right, by majority vote of those

16
<PAGE> 21

assembled, to appoint Temporary Directors to serve on the Board of Directors
until the termination of the emergency.

(c) If no stockholders can reasonably be assembled in
order to conduct a vote for Temporary Directors, then the President or his or
her successor, as determined pursuant to Section 9 of Article IV herein, shall
be deemed a Temporary Director of this Corporation, and such President or his
or her successor, as the case may be, shall have the right to appoint
additional Temporary Directors to serve with him or her on the Board of
Directors of this Corporation during the term of the emergency.

(d) Temporary Directors shall have all of the rights,
duties and obligations of directors appointed pursuant to Article III hereof,
provided, however, that a Temporary Director may be removed from the Board of
Directors at any time by the person or persons responsible for appointing such
Temporary Director, or by vote of the majority of the stockholders present at
any meeting of the stockholders during an emergency, and, in any event, the
Temporary Director shall automatically be deemed to have resigned from the
Board of Directors upon the termination of the emergency in connection with
which the Temporary Director was appointed.

Section 5. Modification of Lines of Succession. Either before
or during any emergency, the Board of Directors may provide, and from time to
time modify, lines of succession different from that provided in Section 9 of
Article IV in the event that during such an emergency any or all officers or
agents of this Corporation shall for any reason be rendered incapable of
discharging their duties.

Section 6. Change of Principal Office. The Board of Directors
may, either before or during any such emergency, and effective during such
emergency, change the principal office of this Corporation or designate several
alternative head offices or regional offices, or authorize the officers of this
Corporation to do so.

Section 7. Limitation of Liability. No officer, director or
employee acting in accordance with these emergency Bylaws during an emergency
shall be liable except for willful misconduct.

Section 8. Amendment or Repeal. These emergency Bylaws shall be
subject to amendment or repeal by further action of the Board of Directors or
by action of the stockholders, but no such amendment or repeal shall affect the
validity of any action taken prior to the time of such amendment or repeal. Any
amendment of these emergency Bylaws may make any further or different provision
that may be practical or necessary under the circumstances of the emergency.

ARTICLE XVI

PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION

Any provision of the Articles of Incorporation of this Corporation
shall, subject to law, control and take precedence over any provision of these
Bylaws inconsistent therewith.

<PAGE> 1
NUMBER SHARES

SEE REVERSE FOR
CERTAIN DEFINITIONS

LAMALIE ASSOCIATES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA

CUSIP 512814104

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $.01 PER SHARE, OF

LAMALIE ASSOCIATES, INC.

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned by the Transfer
Agent and Registrar.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed with the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Corporation.

Dated

(CORPORATE SEAL)

/s/ /s/
Secretary President

COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
NEW YORK, NEW YORK AND RIDGEFIELD, NEW JERSEY
TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE
<PAGE> 2
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT (TRAN) ACT - .......... Custodian ..........
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts (Transfers)
survivorship and not as tenants to Minors Act .................
in common (State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For Value Received ____________________________ hereby sell, assign and transfer

unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

________________________________________________________________________________

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

________________________________________________________________________________

_________________________________________________________________________ Shares

of the capital stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint

_______________________________________________________________________ Attorney

to transfer the said stock on the books of the within-named Corporation with

full power of substitution in the premises.

Dated: __________________________________________

__________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGE-
MENT OR ANY CHANGE WHATEVER

SIGNATURE GUARANTEED

THE PROVISIONS OF THE CORPORATION'S ARTICLES OF INCORPORATION, AS PRESENTLY
IN EFFECT, SHOWING THE CLASSES AND SERIES OF STOCK AUTHORIZED TO BE ISSUED BY
THE CORPORATION AND THE DISTINGUISHING CHARACTERISTICS THEREOF, ARE HEREBY
INCORPORATED BY REFERENCE TO THE SAME EXTENT AS IF HEREIN SET FORTH AT LENGTH;
A COPY OF SAID PROVISIONS, CERTIFIED BY AN OFFICER OF THE CORPORATION, WILL BE
FURNISHED BY THE CORPORATION OR BY ITS TRANSFER AGENT, WITHOUT COST, TO
AND UPON THE REQUEST OF THE HOLDER OF THIS CERTIFICATE. REQUESTS MAY BE
ADDRESSED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE
OR TO THE CORPORATION'S TRANSFER AGENT.

<PAGE> 1
EXHIBIT 5

<TABLE>
<CAPTION>
TRENAM, KEMKER, SCHARF, BARKIN, FRYE, O'NEILL & MULLIS
PROFESSIONAL ASSOCIATION
ATTORNEYS AT LAW
<S> <C>
TAMPA OFFICE ST. PETERSBURG OFFICE
2700 BARNETT PLAZA 2100 BARNETT TOWER
101 EAST KENNEDY BOULEVARD ONE PROGRESS PLAZA
POST OFFICE BOX 1102 POST OFFICE BOX 2245
TAMPA, FLORIDA 33601-1102 ST. PETERSBURG, FLORIDA 33731-2245
TELEPHONE (813) 223-7474 TELEPHONE (813) 898-7474
TELEFAX (813) 229-6553 TELEFAX (813) 821-0407
</TABLE>

PLEASE REPLY TO
TAMPA

June 4, 1997

Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, DC 20549

Re: Lamalie Associates, Inc.
Registration Statement on Form S-1
File No. 333-26027
----------------------------------

Ladies and Gentlemen:

We have represented Lamalie Associates, Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-1 (File No.
333-26027), as amended (the "Registration Statement") relating to the proposed
public offering by the Company of up to 2,000,000 shares (2,300,000 shares if
the Underwriters' over-allotment option is exercised)(the "Shares") of the
Company's Common Stock (the "Offering"). This opinion is being provided as
Exhibit 5 to the S-1 Registration Statement.

In our capacity as counsel to the Company in connection with the
Registration Statement and the Offering, we have examined and are familiar
with: the Company's Articles of Incorporation and Bylaws, as currently in
effect, the Registration Statement and such other corporate records,
documents and instruments as in our opinion are necessary or relevant as the
basis for the opinions expressed below.

As to various questions of fact material to our opinion, we have
relied without independent investigation on statements or certificates of
officials and representatives of the Company, the Department of State of the
State of Florida and others. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity
<PAGE> 2

to original and certified documents of all copies submitted to us as conformed,
photostatic or other exact copies. We express no opinion as to the law of any
jurisdiction other than the general corporate law of the State of Florida and
the Federal laws of the United States of America.

Based upon and in reliance on the foregoing, we are of the opinion
that:

1. The Company is a duly organized and validly existing as a
corporation under the laws of the State of Florida and its status as such is
active.

2. When the following events shall have occurred:

a. the Registration Statement shall have become
effective in accordance with the Securities Act of
1933, as amended;

b. the Shares shall have been offered and sold as
provided in the Registration Statement, and the
consideration specified in the Registration Statement
shall have been received by the Company; and

c. the certificates representing the Shares shall have
been duly executed, countersigned and issued by or on
behalf of the Company,

the Shares so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non- assessable shares of
the capital stock of the Company.

This firm hereby consents to the filing of this opinion as an Exhibit
to the Registration Statement and to the reference to it under the heading
"Legal Matters."

Sincerely,

TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS,
Professional Association

By: /s/ Richard M. Leisner
------------------------------

<PAGE> 1
EXHIBIT 10.1

LAMALIE ASSOCIATES, INC.

1997 OMNIBUS STOCK AND INCENTIVE PLAN

SECTION 1. ESTABLISHMENT; PURPOSE. Lamalie Associates, Inc. (the
"Company") hereby establishes the 1997 Omnibus Stock and Incentive Plan (the
"Plan"), pursuant to which key employees of the Company will be given the
ability to participate in increases in value of the Company. Under the Plan,
the Company may grant any one or more type of incentive awards to professional
and managerial employees who measurably impact the performance of the Company.

SECTION 2. DEFINITIONS. The following words and terms as used herein
shall have that meaning set forth therefor in this Section 2 unless a different
meaning is clearly required by the context.

(a) "AWARDS" shall mean any Options, SARs, Performance Units,
Performance Shares, Restricted Stock Units, Restricted Stock and Unrestricted
Stock granted or awarded under the Plan.

(b) "AWARD AGREEMENT(S)" shall mean any document, agreement
or certificate deemed by the Committee as necessary or advisable to be entered
into with or delivered to a Participant in connection with or as a condition
precedent to the valid completion of the grant of an Award under the Plan.
Award Agreements include Stock Option Agreements, Stock Appreciation Right
Agreements, Performance Agreements and Restriction Agreements.

(d) "CHANGE IN CONTROL" shall mean:

(i) a change in control of the Company of a nature
that is required, pursuant to the Securities
Exchange Act of 1934 (the "1934 Act"), to be
reported in response to Item 1(a) of a Current
Report on Form 8- K or Item 6(e) of Schedule
14A, in each case as such requirements are in
effect on June 1, 1997;

(ii) the adoption by the Company of a plan of
dissolution or liquidation;

(iii) the closing of a sale of all or substantially
all of the assets of the Company;

(iv) the closing of a merger, reorganization or
similar transaction (a "Transaction") involving
the Company in which the Company is not the
surviving corporation or, if the Company is the
surviving corporation, immediately following
the closing of the Transaction, persons who
were shareholders of the Company immediately
prior to

<PAGE> 2

the Transaction own less than 75% of the
combined voting power of the surviving
corporation's voting securities;

(v) the acquisition of "Beneficial Ownership" (as
defined in Rule 13d-3 under the 1934 Act) of
the Company's securities comprising 25% or more
of the combined voting power of the Company's
outstanding securities by any "person" (as that
term is used in Sections 13(d) and 14(d)(2) of
the 1934 Act and the rules and regulations
promulgated thereunder, but not including any
trustee or fiduciary acting in that capacity
for an employee benefit plan sponsored by the
Company) and such person's "affiliates" and
"associates" (as those terms are defined under
the 1934 Act); or

(vi) the failure of the "Incumbent Directors" (as
defined below) to constitute at least a
majority of all directors of the Company (for
these purposes, "Incumbent Directors" mean
individuals who were the directors of the
Company on June 1, 1997, and, after his or her
election, any individual becoming a director
subsequent to June 1, 1997, whose election, or
nomination for election by the Company's
shareholders, is approved by a vote of at least
two-thirds of the directors then comprising the
Incumbent Directors, except that no individual
shall be considered an Incumbent Director whose
initial assumption of office as a director is
in connection with an actual or threatened
"election contest" relating to the "election of
directors" of the Company, as such terms are
used in Rule 14a-11 of Regulation 14A under the
1934 Act).

Notwithstanding any provision above to the contrary, no Change in Control shall
be deemed to have occurred with respect to any particular Participant by virtue
of a transaction, or series of transactions, that results in the Participant,
or a group of persons that includes the Participant, acquiring the Beneficial
Ownership of more than 25% of the combined voting power of the Company's
outstanding securities.

(e) "CODE" shall mean the Internal Revenue Code of 1986, as
amended. Reference to a specific section of the Code shall include a reference
to any successor provision.

(f) "COMMITTEE" shall mean the Compensation Committee of the
Board of Directors.

(g) "COMMON STOCK" shall mean the common stock of the
Company.

(h) "COMPANY" shall mean Lamalie Associates, Inc. and its
successors.

(i) "FAIR MARKET VALUE" of the Common Stock is defined in
Section 7(a).

<PAGE> 3

(j) "INCENTIVE STOCK OPTION" shall mean an Option that is
intended to qualify under Section 422 of the Code.

(k) "NON-INCENTIVE STOCK OPTION" shall mean an Option that is
not intended to qualify under Section 422 of the Code.

(l) "OPTION" shall mean an Incentive Stock Option or a
Non-Incentive Stock Option granted in accordance with the provisions of Section
7.

(m) "OPTION PERIOD" is defined in Section 7(c).

(n) "PARTICIPANT" shall mean any individual employed by the
Company or any Subsidiary to whom the Committee grants an Award.

(o) "PERFORMANCE ACCOUNT" is defined in Section 9(b).

(p) "PERFORMANCE AWARD" shall mean an Award of Performance
Shares and/or Performance Units.

(q) "PERFORMANCE PERIOD" is defined in Section 9(c).

(r) "PERFORMANCE SHARES" shall mean shares of Common Stock
granted in accordance with the provisions of Section 9.

(s) "PERFORMANCE UNITS" shall mean an Award in a form other
than shares of Common Stock granted in accordance with the provisions of
Section 9.

(t) "PLAN" shall mean the Lamalie Associates, Inc. 1997
Omnibus Stock and Incentive Plan, as set forth herein and as amended from time
to time.

(u) "RESTRICTED STOCK" shall mean shares of Common Stock
subject to the provisions of Section 10 and such other terms and conditions as
the Committee may prescribe, and granted in accordance with the provisions of
Section 10.

(v) "RESTRICTED STOCK UNITS" shall mean the right to receive
shares of Common Stock or the cash equivalent thereof subject to the provisions
of Section 10 and such other terms and conditions as the Committee may
prescribe, and granted in accordance with the provisions of Section 10.

(w) "RESTRICTION PERIOD" is defined in Section 10(b).

(x) "SAR" shall mean a Stock Appreciation Right granted in
accordance with the provisions of Section 8.

(y) "STOCK APPRECIATION RIGHT" shall mean a SAR.

<PAGE> 4

(z) "SUBSIDIARY" shall mean any corporation that at the time
qualifies as a subsidiary of the Company under the definition of "subsidiary
corporation" contained in Section 424(f) of the Code.

(aa) "UNRESTRICTED STOCK" shall mean shares of Common Stock
granted in accordance with the provisions of Section 10 and not subject to
restrictions.

SECTION 3. TYPES OF AWARDS UNDER PLAN. The Company may grant
under this Plan Incentive Stock Options, Non-Incentive Stock Options, SARs,
Performance Units, Performance Shares, Restricted Stock, Restricted Stock
Units, and Unrestricted Stock.

SECTION 4. ELIGIBILITY. The Company may grant an Award to any person,
including any officer but not a person who is solely a director, who is in the
employ of the Company or any Subsidiary on the date of a grant of an Award.
Awards shall primarily be made to officers and other management and
professional employees of the Company. Any individual to whom the Committee has
granted an Award (a "Participant") shall be bound by the terms of this Plan and
the Award Agreement applicable to him or her.

SECTION 5. NUMBER OF SHARES COVERED BY AWARDS. The total number of
shares that may be issued and sold pursuant to Awards under this Plan shall be
Nine Hundred Fifty Thousand (950,000) shares of Common Stock (or the number and
kind of shares of common stock of the Company or other securities of the
Company which, in accordance with Section 11, shall be substituted for such
shares of Common Stock or to which said shares shall be adjusted; hereinafter,
all references to Common Stock includes references to said shares to which said
shares are adjusted). The issuance of shares of Common Stock pursuant to the
provisions of this Plan for Awards shall be free from any preemptive or
preferential right of subscription or purchase on the part of any stockholder.
If any outstanding Option or Restricted Stock granted or awarded under this
Plan expires, is terminated or is forfeited for any reason, the shares of
Common Stock subject to the unexercised portion of such Option or grant of
Restricted Stock will again be available for Awards under this Plan.

SECTION 6. ADMINISTRATION.

(a) This Plan shall be administered by the committee (the
"Committee") referred to in subsection (b) of this Section 6. Subject to the
express provisions of this Plan, the Committee shall have complete authority,
in its discretion,

(i) to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to the
Plan;

(ii) to determine the terms and provisions of Awards
granted hereunder and to make such
determinations as to the Participants to
receive Awards, the form, amount and timing of
such Awards, the terms and provisions of such
Awards, and the Award Agreements evidencing the
same, which need not be uniform and which the
Committee may make selectively among
Participants who receive, or who are to
receive,

<PAGE> 5

Awards under the Plan, whether or not the
Participants are similarly situated;

(iii) to determine to whom the Options shall be
granted, the times and the prices at which
Options are granted, the Option periods, the
number of shares of Common Stock to be subject
to each Option, whether each Option shall be an
Incentive Stock Option or a Non-Incentive Stock
Option, and to determine the terms and
provisions of each Option (which need not be
identical);

(iv) to determine to whom SARs shall be granted, the
times and duration of each SAR, the number of
shares of Common Stock to which each SAR
relates, whether an SAR is granted with respect
to Options or alone, without reference to any
related stock option, and to determine the
terms and provisions of each SAR (which need
not be identical);

(v) to determine to whom Performance Shares and
Performance Units shall be granted, the
applicable Performance Period, and the number
of shares of Common Stock represented by
Performance Shares and Performance Units, to
maintain Performance Accounts, and to determine
the terms and provisions of Performance Awards
(which need not be identical);

(vi) to determine to whom Restricted Stock,
Restricted Stock Units and Unrestricted Stock
shall be granted, the Restriction Period (if
applicable), the number of shares of Restricted
Stock and/or Unrestricted Stock, the terms and
provisions (which need not be identical) of
awards of Restricted Stock and Restricted Stock
Units and whether the Participant has met the
goals on or before the close of the Restriction
Period;

(vii) to impose such limitations with respect to
Options and Restricted Stock, including without
limitation, any relating to the application of
federal or state securities laws, as the
Committee may deem necessary or desirable;

(viii) to determine the dates of employment of any
employee of the Company, the term of service of
any director and the reasons for termination of
any Participant;

(ix) to determine whether any leave of absence
constitutes a termination of employment for
purposes of this Plan and the impact, if any,
of such leave of absence on awards theretofore
made under this Plan;

<PAGE> 6

(x) to determine when a person's change of status
with respect to the Company constitutes a
termination of such person's employment for
purposes of this Plan;

(xi) to make such determinations as it deems
equitable with respect to the impact, if any,
of leaves of absence from the Company upon
Awards hereunder;

(xii) to grant dividend equivalents upon Awards
(other than Restricted Stock or Unrestricted
Stock, for which Participants are entitled to
receive dividends and other distributions paid
with respect to shares of Common Stock so
held), provided that any such dividend
equivalents shall be subject to the terms and
conditions imposed by the Committee; and

(xiii) to make all other determinations necessary or
advisable for the administration of the Plan.

In making determinations under this Section 6, the Committee may take into
account the nature of the services rendered by the respective employees, their
present and potential contributions to the success of the Company and such
other factors as the Committee, in its discretion, deems relevant. The
Committee's determination on all of the matters referred to in this Section 6
shall be conclusive.

(b) The Committee shall consist of a compensation committee
of the Board of Directors of the Company that is comprised of two (2) or more
outside directors. The Committee shall be appointed by the Board, which may at
any time and from time to time, remove any member of the Committee, with or
without cause, appoint additional members to the Committee and fill vacancies,
however caused, in the Committee. A majority of members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination of the Committee reduced
to writing and signed by all of the members of the Committee shall be fully
effective as if it had been made at a meeting duly called and held.

(c) No member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan.

(d) Nothing contained in this Plan shall be deemed to give
any individual any right to be granted an Award except to the extent and upon
such terms and conditions as may be determined by the Committee.

SECTION 7. STOCK OPTIONS. Each Option granted under this Plan shall be
evidenced by a written agreement (the "Stock Option Agreement"), which shall be
executed by the Company and by the Participant, and shall be subject to the
following terms and conditions:

(a) The price at which shares of Common Stock covered by each
Option may be purchased pursuant thereto shall be determined in each case on
the date of grant by the Committee;

<PAGE> 7

provided, however, that with respect to Incentive Stock Options, the price
shall be an amount not less than the Fair Market Value of the shares of Common
Stock at the time the Incentive Stock Option is granted. The date on which the
Committee approves the grant of an Option shall be considered to be the date on
which such Option is granted. For purposes of this Section, the Fair Market
Value of shares of Common Stock on any day shall be:

(i) in the event the Common Stock is not publicly
traded, the fair market value of such shares on
such day as determined by the Committee in good
faith and based on all relevant factors; or

(ii) in the event the Common Stock is publicly
traded, the closing price of such shares on the
date in question (or, if no shares are traded
on such day, on the next preceding day on which
shares were traded), of the Common Stock as
reported on the Composite Tape, or if not
reported thereon, then such price as reported
in the trading reports of the principal
securities exchange in the United States on
which such stock is listed, or if such stock is
not listed on a securities exchange in the
United States, the mean between the dealer
closing "bid" and "ask" prices on the
over-the-counter market as reported by the
National Association of Security Dealers
Automated Quotation System (NASDAQ), or
NASDAQ's successor, or if not reported on
NASDAQ, the fair market value of such stock as
determined by the Committee in good faith and
based on all relevant factors or as otherwise
determined by the Committee in its discretion
pursuant to any reasonable method contemplated
by Section 422 of the Code and any Treasury
regulations issued pursuant to that Section.

(b) The option price of the shares to be purchased pursuant
to each Option shall be paid in full (i) in United States dollars in cash or by
check, bank draft or money order payable to the order of the Company; (ii) in
the discretion of and in the manner determined by the Committee, by the
delivery of shares of Common Stock already owned by the Participant; (iii) by
any other legally permissible means acceptable to the Committee at the time of
grant of the Option (including cashless exercise as permitted under the Federal
Reserve Board's Regulation T, subject to applicable legal restrictions); or
(iv) in the discretion of the Committee, through a combination of (i), (ii) and
(iii) of this subsection (b). Shares of Common Stock delivered will be valued
on the day of delivery for the purpose of determining the extent to which the
option price has been paid thereby, in the same manner as provided for in the
determination of Fair Market Value as set forth in subsection (a) of this
Section 7, or as otherwise determined by the Committee in its discretion
pursuant to any reasonable method contemplated by Section 422 of the Code and
any Treasury regulations issued pursuant to that Section.

(c) Each Stock Option Agreement shall provide that such
Option may be exercised by the Participant, in such parts and at such times, as
may be specified in such Stock Option Agreement, within a period ending not
later than ten years after the date on which the Option is granted (the "Option
Period"); provided, however, that the Option Period shall end on the earlier of

<PAGE> 8

the date specified in such Stock Option Agreement or the ending date of the
period specified in the next sentence. Options may be exercised only

(i) during the continuance of the Participant's
employment with the Company or a Subsidiary;

(ii) if the Participant terminates employment with
the Company or a Subsidiary other than by
reason of death, during the period ending
ninety (90) days after the date of termination
of employment, but only to the extent that the
right to exercise such Options had accrued on
or before the date of termination and had not
previously been exercised; provided, that if
the Participant terminates such employment by
reason of disability (within the meaning of
Section 22(e)(3) of the Code) or if the
Participant dies during the ninety (90) day
period, the ninety (90) day period shall be
extended to one (1) year; and

(iii) if the Participant dies while employed by the
Company or a Subsidiary, during the period
ending on the first to occur of (A) the
expiration of the Option Period or (B) the
first anniversary of the Participant's death,
but only to the extent that the right to
exercise such Options had accrued on or before
the date of death and had not previously been
exercised.

Whether an authorized leave of absence or absence for military or governmental
service shall constitute termination of employment for purposes of the Plan
shall be determined by the Committee, whose determination shall be final and
conclusive. In the event of the death of a Participant, Options held by the
Participant may be exercised, to the extent specified in the Stock Option
Agreement and this subsection (c), by the person or persons entitled to do so
under the Participant's will, or, if the Participant fails to make testamentary
disposition of said Options, or dies intestate, by the Participant's legal
representative or representatives.

(d) Unless otherwise specified by the Committee, each Option
shall be exercisable, in whole or in part, only in accordance with the
following chart:

<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF YEARS FROM SHARES
DATE OPTION IS GRANTED EXERCISABLE
---------------------- -----------
<S> <C>
Less than 1 year 0%
1 year but less than 2 years 25.00%
2 years but less than 3 years 50.00%
3 years but less than 4 years 75.00%
4 years or more 100%
</TABLE>

<PAGE> 9

Notwithstanding the foregoing, a Participant shall be 100% vested in the number
of shares of Common Stock originally covered by an Option in the event
Participant dies or becomes totally and permanently disabled (as determined in
the sole discretion of the Committee) while still employed by the Company or
upon a Change in Control. When it deems special circumstances to exist, the
Committee in its discretion may accelerate the time at which an Option may be
exercised if, under previously established exercise terms, such Option was not
immediately exercisable in full, even if the acceleration would permit the
Option to be exercised more rapidly than the vesting set forth above in the
chart, or as otherwise specified by the Committee, would permit.

(e) In the discretion of the Committee, a single Stock Option
Agreement may include both Incentive Stock Options and Non-Incentive Stock
Options, or separate Stock Option Agreements may be set forth for Incentive
Stock Options and Non-Incentive Stock Options.

(f) Each Option granted under this Plan shall be
non-transferable, and its terms shall state that it is non-transferable and
shall, during the lifetime of the Participant be exercisable only by the
Participant; notwithstanding the foregoing, Options shall be transferable by
will or the laws of descent and distribution as set forth in subsection (c) of
this Section 7. However, a Participant may transfer a Non-Incentive Stock
Option to a trust, provided that the Committee may require that the Participant
submit an opinion of his or her legal counsel, satisfactory to the Committee,
that such holding has no adverse tax or securities law consequences for the
Company.

(g) Notwithstanding anything contained herein to the
contrary, if Options as to 100 or more shares of Common Stock are held by a
Participant, then the Participant may exercise such Options only with respect
to at least 100 shares at any one time, and if Options for less than 100 shares
are held by a Participant, then the Participant must exercise Options for all
shares at one time.

(h) The Stock Option Agreements under this Plan may contain
such other terms, provisions and conditions not inconsistent herewith as shall
be determined by the Committee, in its discretion, including, without
limitation, provisions (i) relating to the vesting and termination of Options;
(ii) requiring the giving of satisfactory assurances by the Participant that
the shares are purchased for investment and not with a view to resale in
connection with a distribution of such shares, and will not be transferred in
violation of applicable securities laws; (iii) restricting the transferability
of such shares during a specified period; and (iv) requiring the resale of such
shares to the Company, at a price as specified in the Stock Option Agreement,
if the Participant's employment by the Company terminates prior to a time
specified in the Stock Option Agreement.

(i) All grants of Options made prior to the date on which
shareholders approve this Plan shall be contingent upon subsequent approval of
the shareholders of this Plan.

(j) This Section 7 shall terminate on, and no additional
Awards shall be granted after, ten years from the first to occur of (i) the
date on which the Plan is adopted or (ii) the date on which the shareholders of
the Company approve the Plan.

(k) Each Option that is intended to qualify as an Incentive
Stock Option pursuant to Section 422 of the Code, and each Option that is
intended to qualify as another type of incentive stock option that may
subsequently be authorized by law, shall comply with the applicable provisions

9.
<PAGE> 10

of the Code pertaining to such options. Accordingly, the provisions of this
Plan with respect to Incentive Stock Options shall be construed in a manner
consistent with such requirements, and no person shall be eligible to receive
any Incentive Stock Options under the Plan if such person would not be able
qualify for the benefits of incentive stock options under Section 422 of the
Code. Without limitation on the foregoing, and notwithstanding the foregoing
provisions of this Section 7, if any Incentive Stock Option is granted to any
person at a time when such person owns, within the meaning of Section 424(d) of
the Code, more than ten percent (10%) of the total combined voting power of all
classes of stock of the employer corporation (or a parent or subsidiary of such
corporation within the meaning of Section 424 of the Code), the price at which
each share of Common Stock covered by such Option may be purchased pursuant to
such Option shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the shares of Common Stock at the time the Option is granted,
and such Option must be exercised no event later than the fifth anniversary of
the date on which the Option was granted. Moreover, as long as and to the
extent required by the Code, the aggregate Fair Market Value (determined as of
the time an Incentive Stock Option is granted) of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first
time by any Participant in any calendar year under the Plan and under all other
incentive stock option plans of the Company and any parent and subsidiary
corporations of the Company (as those terms are defined in Section 424 of the
Code) shall not exceed $100,000.

SECTION 8. STOCK APPRECIATION RIGHTS.

(a) An SAR is a right to receive, without payment (except for
applicable withholding taxes) to the Company, a number of shares of Common
Stock, cash or a combination thereof, the amount of which is determined under
subsection (e) of this Section 8. An SAR may be granted (i) with respect to any
Option granted under this Plan, either concurrently with the grant of such
Option, or at such later time as determined by the Committee (as to all or any
portion of the shares of Common Stock subject to the Option), or (ii) alone,
without reference to any related Option. Each SAR granted by the Committee
under this Plan shall be subject to the terms and conditions of this Section 8.

(b) Each SAR granted to any Participant shall relate to the
number of shares of Common Stock as shall be determined by the Committee,
subject to adjustment as provided in Section 11. In the case of an SAR granted
with respect to an Option, the number of shares of Common Stock to which the
SAR relates shall be reduced in the same proportion that the holder of such
Option exercises with respect to such related Option, and the number of shares
subject to an Option shall be reduced in the same proportion that the holder of
the SAR exercises with respect to the related Option.

(c) The term of each SAR shall be determined by the
Committee. Unless otherwise provided by such Committee, an SAR granted in
connection with an Option shall be exercisable only at such time or times, to
such extent and by such persons as the Option to which it relates shall be
exercisable, provided that an SAR granted in connection with an Incentive Stock
Option shall not be exercisable on any date on which the Fair Market Value of a
share of Common Stock is less than or equal to the per share exercise price of
the Incentive Stock Option. An SAR shall be canceled when, and to the extent
that, any related Option is exercised, and an Option shall be canceled when,
and to the extent that, the Option is surrendered to the Company upon the
exercise

10.
<PAGE> 11

of a related SAR. The Committee, in its discretion, may accelerate the time
within which a SAR may be exercised.

(d) An SAR may be exercised, in whole or in part, by giving
written notice to the Committee, specifying the number of SARs that the holder
wishes to exercise. Upon receipt of such written notice, the Committee shall
direct the Company to deliver to the exercising holder within ninety (90) days
after receipt of the notice a certificate for the shares of Common Stock or
cash or both, as determined by the Committee, to which the holder is entitled.

(e) Subject to the right of the Committee to deliver cash in
lieu of shares of Common Stock, the number of shares of Common Stock that shall
be issuable upon the exercise of an SAR shall be determined by dividing:

(i) the number of shares of Common Stock as to
which the SAR is exercised multiplied by the
amount of appreciation in such shares (for this
purpose, the "appreciation" shall be the amount
by which the Fair Market Value of the shares of
Common Stock subject to the SAR on the exercise
date exceeds (A) in the case of an SAR related
to an Option, the purchase price of the shares
of Common Stock under the Option or (B) in the
case of an SAR granted alone, without reference
to a related Option, an amount that shall be
determined by the Committee at the time of the
grant, subject to adjustment under Section 11;
by

(ii) the Fair Market Value of a share of Common
Stock on the exercise date.

In lieu of issuing shares of Common Stock upon the exercise of an SAR, the
Committee may elect to pay the holder of an SAR cash equal to the Fair Market
Value on the exercise date of any or all of the shares that would otherwise be
issuable. No fractional shares of Common Stock shall be issued upon the
exercise of an SAR; instead, the holder of the SAR shall be entitled to receive
a cash adjustment equal to the same fraction of the Fair Market Value of a
share of Common Stock on the exercise date or to purchase the portion necessary
to make a whole share at its Fair Market Value on the date of exercise.

(f) SARs awarded under the Plan shall be evidenced by either
a Stock Option Agreement or a separate signed Stock Appreciation Right
Agreement between the Company and the Participant to whom the SAR is granted.

SECTION 9. PERFORMANCE SHARES AND UNITS.

(a) The Committee may award to any Participant Performance
Shares and/or Performance Units ("Performance Awards"). Each Performance Share
shall represent one share of Common Stock. Each Performance Unit shall
represent the right of a Participant to receive an amount equal to the value to
be determined in the manner established by the Committee at the time of the
award, which value may, without limitation, be equal to the Fair Market Value
of one share

11.
<PAGE> 12

of Common Stock. Each Performance Award under the Plan shall be evidenced by a
signed written agreement containing such terms and conditions as the Committee
may from time to time determine (the "Performance Agreement").

(b) At the time of the Performance Award, the Committee shall
establish an account (the "Performance Account") for each Participant to whom a
Performance Award has been granted. Performance Units and Performance Shares
awarded to a Participant shall be credited to the Participant's Performance
Account.

(c) The performance period for each Performance Award shall
be of such duration as the Committee shall establish at the time of the award
(the "Performance Period"). There may be more than one Performance Award in
existence for a Participant at any time, and more than one Performance Period
applicable to a Participant, and the duration of Performance Periods may
differ.

(d) At the time of each Performance Award, the Committee may,
in its complete discretion, establish performance target(s) to be achieved
within the Performance Period(s). The performance target(s) shall be determined
by the Committee using such measures of performance of the Company over the
Performance Period as the Committee shall select. During any Performance
Period, the Committee may adjust the performance targets for such Performance
Period as it deems equitable in recognition of unusual or non-recurring events
affecting the Company, changes in applicable tax laws or accounting principles
or such other factors as the Committee may determine. If the Committee
determines that the Participant has failed to meet the performance target(s),
the Participant will not receive payment of the Performance Award.

(e) Performance Awards will be earned as determined by the
Committee in respect of a Performance Period in relation to the degree of
attainment of performance target(s).

(f) Performance Awards shall be earned to the extent that
their terms and conditions are met. Notwithstanding the foregoing, Performance
Awards and any other amounts credited to the Participant's Performance Account
shall be payable to the Participant only in accordance with the Performance
Agreement. The Committee shall make all payment determinations during the
four-month period beginning on the first day following the close of the
Performance Period. Payment for Performance Awards may be made in a lump sum or
in installments, in cash, in shares of Common Stock or in a combination thereof
as the Committee may determine.

(g) In the event that a Participant's employment by the
Company terminates before the end of a Performance Period with the consent of
the Committee, or upon a Participant's death or disability before the end of a
Performance Period, the Committee, taking into consideration the performance of
such Participant and the performance of the Company over such portion of the
Performance Period, may authorize the payment to such Participant (or his or
her legal representative or designated beneficiary) of all or a portion of the
amount that would have been paid to the Participant had he or she continued
employment until the end of the Performance Period. In the event a Participant
ceases his or her employment for any other reason, any unpaid amounts for any
outstanding Performance Periods shall be forfeited.

12.
<PAGE> 13

SECTION 10. RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND UNRESTRICTED STOCK.

(a) The Committee may award to any Participant shares of
Common Stock subject to no restrictions ("Unrestricted Stock").

(b) At the time of an Award under subsection (c) or (d)
below, there shall be established for each Participant a restriction period
(the "Restriction Period"), which shall lapse (i) upon the completion of a
period of time ("Time Goal") as shall be determined by the Committee, or (ii)
upon the achievement of stock price goals within certain time periods
("Price/Time Goal") as shall be determined by the Committee.

(c) The Committee may award to any Participant shares of
Common Stock, subject to this Section 10 and such other terms and conditions as
the Committee may prescribe ("Restricted Stock"). Each certificate for
Restricted Stock shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in blank,
with the Committee. Restricted Stock awarded under this Plan shall be evidenced
by a signed written agreement containing such terms and conditions as the
Committee may from time to time determine in its discretion (the "Restriction
Agreement"). Restricted Stock may not be sold, assigned, transferred, pledged
or otherwise encumbered, except as hereinafter provided, during the Restriction
Period. Except for such restrictions on transfer, the Participant as owner of
such Restricted Stock shall have all the rights of a holder of such Common
Stock. A Participant may transfer Restricted Stock to a trust, provided that
the Committee may require that the Participant submit an opinion of his or her
legal counsel, satisfactory to the Committee, that such holding has no adverse
tax or securities law consequences for the Company.

With respect to Restricted Stock that is issued subject to a
Time Goal, the Committee shall redeliver to the Participant (or the
Participant's legal representative or designated beneficiary) the certificates
deposited pursuant to subsection (b) of this Section 10 at the expiration of
the Restriction Period. With respect to Restricted Stock that is issued subject
to a Price/Time Goal, the Committee shall redeliver to the Participant (or the
Participant's legal representative or designated beneficiary) the certificates
deposited pursuant to subsection (b) of this Section 10 at the expiration of
the Restriction Period. Notwithstanding the foregoing, if Restricted Stock is
issued subject to a Price/Time Goal or Time Goal and the Committee determines
that a Participant has not achieved the Time Goal or Price/Time Goal before the
end of the Restriction Period, the Participant shall have no further rights
with respect to the Restricted Stock, all such shares shall be forfeited and
the Committee shall have the right to complete a blank stock power in order to
return such shares to the Company.

(d) The Committee may award to a Participant a right to
receive Common Stock or the cash equivalent of the Fair Market Value of the
Common Stock, in the Committee's discretion, at the end of the Restriction
Period ("Restricted Stock Units") subject to achievement of a Time Goal or
Price/Time Goal established by the Committee. Restricted Stock Units awarded
under this Plan shall be evidenced by a signed written agreement containing
such terms and conditions as the Committee may from time to time determine in
its discretion (the "Restriction Agreement"). With respect to Restricted Stock
Units that are subject to a Time Goal, the Committee shall deliver notice to
the Participant (or the Participant's legal representative or designated
beneficiary) at the end of the

13.
<PAGE> 14

Restriction Period as to whether the Participant has achieved the Time Goal.
With respect to Restricted Stock Units that are awarded subject to a Price/Time
Goal, the Committee shall deliver notice to the Participant (or the
Participant's legal representative or designated beneficiary) at the end of the
Restriction Period as to whether the Participant has achieved the Price/Time
Goal. If the Committee determines that a Participant has not achieved the Time
Goal or Price/Time Goal before the end of the Restriction Period, the
Participant shall have no further rights with respect to the Restricted Stock
Units.

(e) In the event a Participant ceases employment with the
Company with the consent of the Committee or upon the Participant's death or
disability before the end of the Restriction Period and the Participant has
received an Award subject to a Time Goal, the restrictions imposed under this
Section 10 shall lapse with respect to the number of those shares or units
subject to a Time Goal as shall be determined by the Committee. In no event,
however, shall the number of shares or units be less than a number equal to the
product of (i) a fraction, the numerator of which is the number of completed
months elapsed after the date of the Award subject to a Time Goal to the date
of termination and the denominator of which is the number of months in the
Restriction Agreement, multiplied by (ii) the number of shares of Restricted
Stock or Restricted Stock Units awarded to the Participant subject to the Time
Goal.

In the event a Participant ceases employment the Company with
the consent of the Committee or upon the Participant's death or disability
before the end of the Restriction Period and the Participant has received an
Award subject to a Price/Time Goal, the restrictions imposed under this Section
10 shall lapse upon the achievement of the Price/Time Goal within two (2) years
of the Participant's termination of employment with respect to such number of
shares or units subject to a Price/Time Goal as shall be determined by the
Committee. In no event, however, shall the number of shares or units be less
than a number equal to the product of (i) a fraction, the numerator of which is
the number of completed months elapsed after the date of the Award subject to a
Price/Time Goal to the date of termination and the denominator of which is the
number of months elapsed after the date of the Award subject to a Price/Time
Goal to the date of achievement of the Price/Time Goal, multiplied by (ii) the
number of shares of Restricted Stock or Restricted Stock Units subject to the
Price/Time Goal.

In the event a Participant ceases employment with the Company
for any other reason, all Restricted Stock or Restricted Stock Units
theretofore awarded to that Participant that are still subject to restrictions
shall be forfeited and the Committee shall have the right to complete the blank
stock power with respect to any such Restricted Stock.

SECTION 11. ADJUSTMENT OF NUMBER OF SHARES.

(a) In the event of any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split or other division or
consolidation of shares or the payment of a stock dividend (but only on Common
Stock) or any other increase or decrease in the number of shares of Common
Stock effected without any receipt of consideration by the Company, then, in
any such event, the number of shares of Common Stock that remain available
under the Plan, the number of shares covered by each outstanding Option, the
exercise price per share covered by each outstanding Option, the number of
shares covered by each outstanding SAR and the exercise

14.
<PAGE> 15

price per share and the number and any purchase price for any other Award
shares (or equivalents) granted but not yet issued, in each case, shall be
proportionately and appropriately adjusted for any such increase or decrease.

(b) Subject to any required action by the stockholders, if
any change occurs in the Common Stock by reason of any recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or of any similar change affecting Common Stock, then, in any such
event, the number and type of shares of Common Stock then covered by each
outstanding Option, the purchase price per share covered by each outstanding
Option, the number of shares covered by each outstanding SAR and the exercise
price per share and the number and any purchase price for any other Award
shares (or equivalents) granted but not yet issued, in each case, shall be
proportionately and appropriately adjusted for any such change.

(c) In the event of a change in the Common Stock as presently
constituted that is limited to a change of all of its authorized shares with
par value into the same number of shares with a different par value or without
par value, the shares resulting from any change shall be deemed to be Common
Stock within the meaning of the Plan.

(d) To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made by, and in
the discretion of, the Board of Directors, whose determination in that respect
shall be final, binding and conclusive; provided, however, that any Incentive
Stock Option granted pursuant to Section 7 shall not be adjusted in a manner
that causes such Option to fail to continue to qualify as an incentive stock
option within the meaning of Section 422 of the Code.

(e) Except as hereinabove expressly provided in this Section
11, a Participant shall have no rights by reason of any division or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease the number of shares of stock of any
class or by reason of any dissolution, liquidation, merger or consolidation, or
spin-off of assets or stock of another corporation; and any issuance by the
Company of shares of stock of any class, securities convertible into shares of
stock of any class, or warrants or options for shares of stock of any class
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock, any Option, any SAR
or any other Award shares (or equivalents) granted but not yet issued.

(f) The existence of the Plan, or the grant of an Option, SAR
or other Award under the Plan, shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or to consolidate, or
to dissolve, to liquidate, to sell, or to transfer all or any part of its
business or assets.

SECTION 12. CHANGE OF CONTROL. In the event of a Change of Control,
any Option, SAR (whether or not granted with respect to an Option) or
Restricted Stock subject to a Time Goal shall immediately become fully vested
without regard to any other terms of the Award.

SECTION 13. BENEFICIARY DESIGNATION. Each Participant under the Plan
may name, from time to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to

15.
<PAGE> 16

whom any benefit (other than an Option) under the Plan is to be paid in case of
his or her death before the Participant receives any or all of such benefit.
Each designation will be effective only with the written consent of the
Participant's spouse and will revoke all prior designations by that
Participant, shall be in the form prescribed by the Committee, and will be
effective only when filed by the Participant in writing with the Committee
during his or her lifetime. In the absence of any such designation, benefits
(other than those under Options) that are vested and remain unpaid at the
Participant's death shall be paid to his or her estate.

SECTION 14. TAX WITHHOLDING.

(a) The Company shall have the power to withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy any
federal, state or local withholding or other tax due from the Company with
respect to any amount payable and/or shares issuable under the Plan, and the
Company may defer such payment or issuance unless indemnified to its
satisfaction. Whenever under the Plan payments are to be made in cash, such
payments shall be made net of an amount sufficient to satisfy any federal,
state or local withholding tax liability.

(b) Subject to the consent of the Committee, with respect to
(i) the exercise of a Non-Incentive Stock Option, (ii) the lapse of
restrictions on Restricted Stock, or (iii) the issuance of any other stock
Award under the Plan, a Participant may make an irrevocable election (an
"Election") to (A) have shares of Common Stock otherwise issuable under (i)
withheld, or (B) tender back to the Company shares of Common Stock received
pursuant to (i), (ii), or (iii), or (C) deliver back to the Company pursuant to
(i), (ii), or (iii) previously acquired shares of Common Stock having a Fair
Market Value sufficient to satisfy all or part of the Participant's estimated
tax obligations associated with the transaction. Such Election must be made by
a Participant prior to the date on which the relevant tax obligation arises.
The Committee may disapprove of any Election, may suspend or terminate the
right to make Elections, or may provide with respect to any Award under this
Plan that the right to make Elections shall not apply to such Awards.

SECTION 15. INDEMNIFICATION. To the fullest extent permitted by law,
each person who is or shall have been a member of the Committee shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by him or her in settlement thereof, with the
Company's approval, or paid by him or her in satisfaction of any judgment in
any such action, suit, or proceeding against him or her, provided that the
person shall give the Company an opportunity, at its own expense, to handle and
defend the same before the person undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Certificate of Incorporation or Bylaws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold
them harmless.

SECTION 16. GENDER AND NUMBER. Except where otherwise indicated by the
context, words in the masculine gender when used in the Plan will include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.

16.
<PAGE> 17

SECTION 17. CONTROLLING LAW. This document shall be construed under the
laws of the State of Florida.

SECTION 18. NO STOCKHOLDER RIGHTS. No Participant hereunder shall have
any rights of a stockholder of the Company by reason of being granted an Award
under this Plan until the date on which he or she becomes a record owner of
shares of Common Stock purchased upon the exercise of an Option or otherwise
received under this Plan (the "record ownership date"). No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property), distributions, or other rights for which the record date is
prior to the record ownership date.

SECTION 19. AMENDMENTS; TERMINATION OR SUSPENSION.

(a) This Plan may be amended from time to time by written
resolution of the Board of Directors of the Company; provided, however, that no
Participant's existing rights are adversely affected thereby without the
consent of such person, and provided further that, without approval of the
stockholders of the Company, no amendment shall (i) increase the total number
of shares of Common Stock that may be issued pursuant to Awards granted under
this Plan, (ii) change the designation of the class of employees eligible to
receive Incentive Stock Options or Non-Incentive Stock Options, (iii) decrease
the minimum Option price set forth in subsection (a) of Section 7 of this Plan,
(iv) extend the period during which an Option may be granted or exercised
beyond the maximum period specified in this Plan, (v) otherwise materially
modify the requirements as to eligibility for participation in the Plan, (vi)
otherwise materially increase the benefits under the Plan, or (vii) withdraw
the authority to administer this Plan from the Committee. Notwithstanding the
foregoing, the Board may amend the Plan to incorporate or conform to
requirements imposed by and amendments made to the Code or regulations
promulgated thereunder which the Board deems to be necessary or desirable to
preserve (A) incentive stock option status for outstanding Incentive Stock
Options and to preserve the ability to issue Incentive Stock Options pursuant
to this Plan, (B) the deductibility by the Company of amounts taxed to Plan
Participants as ordinary compensation income, and (C) the status of any Award
as exempt from registration requirements under any securities law for which the
Award was intended to be exempt. The foregoing prohibitions in this Section 19
shall not be affected by adjustments in shares and purchase price made in
accordance with the provisions of Section 11.

(b) The Board of Directors of the Company may terminate the
Plan or any portion thereof at any time by written resolution. No suspension or
termination shall impair the rights of Participants under outstanding Awards
without the consent of the Participants affected thereby.

SECTION 20. MISCELLANEOUS.

(a) LISTING AND REGISTRATION OF COMMON STOCK. Each Award
shall be subject to the requirement that if at any time the Board of Directors
shall determine, in its discretion, that the listing, registration or
qualification of the Common Stock that is the subject thereof or that is
covered thereby upon any securities exchange or under any state or federal
laws, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such Award or the issuance or purchase of Common Stock thereunder, such
Award may not be exercised unless and until such listing, registration,
qualification, consent or

17.
<PAGE> 18

approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors. Notwithstanding anything in the Plan to
the contrary, if the provisions of this Section 20(a) become operative, and if,
as a result thereof, the exercise of an Award is delayed, then and in that
event, the term of the Award shall not be affected. Notwithstanding the
foregoing or any other provision in the Plan, the Company shall have no
obligation under the Plan to cause any shares of Common Stock to be registered
or qualified under any federal or state law or listed on any stock exchange or
admitted to any national marketing system.

(b) NO IMPLIED RIGHTS TO EMPLOYEES. The existence of the Plan
and the granting of Awards under the Plan shall in no way give any employee the
right to continued employment, give any employee the right to receive any
additional Awards or any additional compensation under the Plan, or otherwise
provide any employee any rights not specifically set forth in the Plan or in
any Award Agreement.

(c) CONDITIONS PRECEDENT TO EFFECTIVENESS. The Plan shall
become effective upon the satisfaction of all the following conditions, with
the effective date of the Plan being the date that the last such condition is
satisfied:

(i) the adoption of the Plan by the Board of
Directors;

(ii) the approval of the Plan by the stockholders of
the Company within twelve (12) months after its
adoption by the Board; and

(iii) the closing of the initial public offering of
the Common Stock.

18.

<PAGE> 1
EXHIBIT 10.2

LAMALIE ASSOCIATES, INC.

NON-EMPLOYEE DIRECTORS' STOCK PLAN

ARTICLE 1

GENERAL

1.1 PURPOSE. The purpose of the Lamalie Associates, Inc.
Non-Employee Directors' Stock Plan is to secure for Lamalie Associates, Inc.
and its stockholders the benefits of the incentive inherent in increased common
stock ownership by the members of the Board of Directors of the Company who are
not employees of the Company or any of its Subsidiaries.

1.2 MAXIMUM NUMBER OF SHARES. The maximum number of shares of
Common Stock that may be offered under the Plan is 80,000, subject to
adjustment as provided in Section 3.1 below. The Common Stock to be issued may
be either authorized and unissued shares or issued shares acquired by the
Company or its Subsidiaries. In the event that Options granted under the Plan
shall terminate or expire without being exercised in whole or in part, new
Options may be granted covering the shares not purchased under such lapsed
Options.

1.3 DEFINITIONS. The following words and terms as used herein
shall have that meaning set forth therefor in this Section 1.3 unless a
different meaning is clearly required by the context. Whenever appropriate,
words used in the singular shall be deemed to include the plural and vice
versa, and the masculine gender shall be deemed to include the feminine gender.

1.3.1 "BOARD" or "BOARD OF DIRECTORS" shall mean the Board
of Directors of the Company.

1.3.2 "CODE" shall mean the Internal Revenue Code of 1986,
as amended, or any successor statute. Reference to a specific section of the
Code shall include a reference to any successor provision.

1.3.3 "COMMON STOCK" shall mean the common stock of the
Company.

1.3.4 "COMPANY" shall mean Lamalie Associates, Inc. and
its successors.

1.3.5 "EFFECTIVE DATE" is defined in Section 3.9.
<PAGE> 2

1.3.6 "FAIR MARKET VALUE" of the shares of Common Stock
shall mean the closing price on the date in question (or, if no shares are
traded on such day, on the next preceding day on which shares were traded), of
the Common Stock as reported on the Composite Tape, or if not reportedin the
United States on which such stock is listed, or if such stock is not listed on
a securities exchange in the United States, the mean between the dealer closing
"bid" and "ask" prices on the over-the-counter market as reported by the
National Association of Security Dealers Automated Quotation System (NASDAQ),
or NASDAQ's successor, or if not reported on NASDAQ, the fair market value of
such stock as determined by the Board in good faith and based on all relevant
factors.

1.3.7 "NSO" shall mean a nonqualified stock option granted
in accordance with the provisions of Article 2 of this Plan.

1.3.8 "NON-EMPLOYEE DIRECTOR" shall mean a member of the
Board of Directors who is not an employee of the Company or any Subsidiary.

1.3.9 "OPTION" shall mean an NSO.

1.3.10 "OPTIONEE" shall mean a Non-Employee Director to whom
an Option is granted under the Plan.

1.3.11 "PLAN" shall mean the Lamalie Associates, Inc.
Non-Employee Directors' Stock Plan, as set forth herein and as amended from
time to time.

1.3.12 "SUBSIDIARY" shall mean any corporation that at the
time qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" contained in Section 424(f) of the Code.

1.4 ADMINISTRATION. The Plan shall be administered by the Board.

1.4.1 The Board shall have all the powers vested in it by
the terms of the Plan, such powers to include authority (within the limitations
described herein) to prescribe the form of the agreement embodying awards of
nonqualified stock options made under the Plan. The Board shall, subject to
the provisions of the Plan, issue shares of the Common Stock in payment of the
Annual Retainer, grant Options under the Plan and shall have the power to
construe the Plan, to determine all questions arising thereunder and to adopt
and amend such rules and regulations for the administration of the Plan as it
may deem desirable. Any decision of the Board in the administration of the
Plan, as described herein, shall be final and conclusive. The Board may act
only by a majority of its members in office, except that the members thereof
may authorize any one or more of their number or the Secretary or any other
officer of the Company to execute and deliver documents on behalf of the Board.

1.4.2 To the fullest extent permitted by law, each person
who is or shall have been a member of the Committee shall be indemnified and
held harmless by the Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be
<PAGE> 3

a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
him or her in settlement thereof, with the Company's approval, or paid by him
or her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided that the person shall give the Company an
opportunity, at its own expense, to handle and defend the same before the
person undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights
of indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.

1.5 ELIGIBILITY REQUIREMENTS. Each Non-Employee Director shall be
eligible to receive Options in accordance with Article 2 below. The adoption
of this Plan shall not be deemed to give any director any right to or be
granted options to purchase Common Stock, except to the extent and upon such
terms and conditions as set forth in this Plan.

ARTICLE 2

TERMS AND CONDITIONS OF OPTIONS

2.1 GRANT. Options granted under the Plan shall be evidenced by
an agreement in such form as the Board shall prescribe from time to time in
accordance with the Plan and shall comply with the terms and conditions set
forth under this Article 2. The date of the Annual Meeting of Stockholders
shall be the date of grant of the Options.

2.2 NUMBER OF SHARES. Each Non-Employee Director shall receive an
Option for 5,000 shares of Common Stock upon his initial appointment to the
Board. In addition, each year, as of the date of the Annual Meeting of
Stockholders of the Company, each Non-Employee Director who is then reelected
or who is continuing as a member of the Board after the adjournment of the
Annual Meeting shall receive an Option for 5,000 shares of Common Stock.

2.3 OPTION PRICE. The Option exercise price shall be the Fair
Market Value of the Common Stock on the date of the Annual Meeting of
Stockholders.

2.4 METHOD OF EXERCISE. An Option may be exercised by a
Non-Employee Director during such time as may be permitted by the Option and
the Plan by providing written notice to the Board and tendering the purchase
price in accordance with the provisions of Section 2.5, and complying with any
other exercise requirements contained in the Option or promulgated from time to
time by the Board.

2.5 METHOD OF PAYMENT. Each Option shall state the method of
payment of the Option price upon the exercise of the Option. The method of
payment stated in the Option shall include payment in full (a) in United States
dollars in cash or by check, bank draft or money order payable to the order of
the Company, (b) in the discretion of and in the manner determined by the
Board, by the delivery of shares of Common Stock already owned by the Optionee,
(c) by any other legally

3.
<PAGE> 4

permissible means acceptable to the Board at the time of the grant of the
Option (including cashless exercise as permitted under the Federal Reserve
Board's Regulation T, subject to applicable legal restrictions), or (d) in the
discretion of the Board, through a combination of (a), (b) and (c) of this
Section 2.5. If the option price is paid in whole or in part through the
delivery of shares of Common Stock, the decision of the Board with respect to
the Fair Market Value of such shares shall be final and conclusive.

2.6 TERM AND EXERCISE OF OPTIONS.

2.6.1 One hundred percent (100%) of the total number of
shares of Common Stock covered by the Option shall become exercisable beginning
with the first anniversary date of the grant of the Option and shall be
exercisable by the Non-Employee Director for a period of five (5) years from
the date of grant. Not less than one hundred (100) shares may be exercised at
any one time unless the number exercised is the total number at the time
exercisable under the Option.

2.6.2 Notwithstanding the foregoing, no Option or any part
of an Option shall be exercisable (a) before the Non-Employee Director has
served one term-year as a member of the Board since the date such Option was
granted (as used herein, the term "term-year" means that period from one Annual
Meeting to the subsequent Annual Meeting), (b) after the expiration of five
(5) years from the date the Option was granted, and (c) unless written notice
of the exercise is delivered to the Company specifying the number of shares to
be purchased and payment in full is made for the shares of Common Stock being
acquired thereunder at the time of exercise.

2.7 DEATH OR OTHER TERMINATION OF POSITION AS A DIRECTOR. Subject
to the provisions of Section 2.6:

2.7.1 In the event that a Non-Employee Director (a) shall
be removed as a director for dishonesty or violation of his fiduciary duty to
the Company, (b) shall voluntarily resign under or followed by such
circumstances as would constitute a violation of his fiduciary duty to the
Company, or (c) shall have committed an act of dishonesty not discovered by the
Company prior to the cessation of his employment but that would have resulted
in his removal if discovered prior to such date, then forthwith from the
happening of any such event, any Option then held by him shall terminate and
become void to the extent that it them remains unexercised.

2.7.2 If a person shall cease to be a Non-Employee Director
for any reason other than one or more of the reasons set forth in section
2.7.1, such person, or in the case of death, the executors, administrators,
legatees or distributees of such person, as the case may be, may, at any time
prior to the date of the expiration of the Option, exercise the Option with
respect to any shares of Common Stock as to which such person has not exercised
the Option on the date the person ceased to be such a Non-Employee Director.

2.7.3 In the event any Option is exercised by the
executors, administrators, legatees or distributees of the estate of a deceased
Optionee, the Company shall be under no obligation to issue Common Stock
thereunder unless and until the Company is satisfied that the person or persons

4.
<PAGE> 5

exercising the Option are the duly appointed legal representatives of the
deceased Optionee's estate or the proper legatees or distributees thereof.

2.8 TRANSFERABILITY OF OPTIONS. The Option shall not be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution, and shall be exercisable during his lifetime only by him.

2.9 DELIVERY OF CERTIFICATES REPRESENTING SHARES. As soon as
practicable after the exercise of an Option, the Company shall deliver, or
cause to be delivered, to the Non-Employee Director exercising the Option, a
certificate or certificates representing the shares of Common Stock purchased
upon the exercise. Certificates representing shares of Common Stock to be
delivered to a Non-Employee Director shall be registered in the name of such
director.

2.10 RIGHTS AS A STOCKHOLDER. A Non-Employee Director shall have
no rights as a stockholder with respect to any shares of Common Stock covered
by his or her Option until the date on which he or she becomes a record owner
of the shares purchased upon the exercise of the Option (the "record ownership
date"). No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions, or other rights
for which the record date is prior to the record ownership date, except as
provided in Article 3.

ARTICLE 3

MISCELLANEOUS

3.1 STOCK ADJUSTMENTS.

3.1.1 In the event of any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split or other
division or consolidation of shares or the payment of a stock dividend (but
only on Common Stock) or any other increase or decrease in the number of such
shares effected without any receipt of consideration by the Company, then, in
any such event, the number of shares of Common Stock that remain available
under the Plan, the number of shares of Common Stock covered by each
outstanding Option, and the purchase price per share of Common Stock covered by
each outstanding Option shall be proportionately and appropriately adjusted for
any such increase or decrease.

3.1.2 Subject to any required action by the stockholders,
if any change occurs in the Common Stock by reason of any recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or of any similar change affecting Common Stock, then, in any such
event, the number and type of shares covered by each outstanding Option, and
the purchase price per share of Common Stock covered by each outstanding
Option, shall be proportionately and appropriately adjusted for any such
change. A dissolution or liquidation of the Company shall cause each
outstanding Option to terminate.

5.
<PAGE> 6

3.1.3 In the event of a change in the Common Stock as
presently constituted that is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any change shall be deemed to
be shares of Common Stock within the meaning of the Plan.

3.1.4 To the extent that the foregoing adjustments relate
to stock or securities of the Company, such adjustments shall be made by, and
in the discretion of, the Committee, whose determination in that respect shall
be final, binding and conclusive.

3.1.5 Except as hereinabove expressly provided in this
Section 3.1, a Non-Employee Director shall have no rights by reason of any
division or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of
stock of any class or by reason of any dissolution, liquidation, merger or
consolidation, or spin-off of assets or stock of another corporation; and any
issuance by the Company of shares of stock of any class, securities convertible
into shares of stock of any class, or warrants or options for shares of stock
of any class shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to
the Option.

3.1.6 The existence of the Plan, and the grant of any
Option pursuant to the Plan, shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure or to merge or to consolidate, or to
dissolve, to liquidate, to sell, or to transfer all or any part of its business
or assets.

3.2 LISTING AND REGISTRATION OF COMMON STOCK. Each Option shall
be subject to the requirement that if at any time the Board of Directors shall
determine, in its discretion, that the listing, registration or qualification
of the Common Stock covered thereby upon any securities exchange or under any
state or federal laws, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board. Notwithstanding
anything in the Plan to the contrary, if the provisions of this Section 3.2
become operative, and if, as a result thereof, the exercise of an Option is
delayed, then and in that event, the term of the Option shall not be affected.
Notwithstanding the foregoing or any other provision in the Plan, the Company
shall have no obligation under the Plan to cause any shares of Common Stock to
be registered or qualified under any federal or state law or listed on any
stock exchange or admitted to any national marketing system.

3.3 TERM OF THE PLAN. The Plan shall terminate upon the earlier
of the following dates or events: (a) upon the adoption of a resolution of the
Board terminating the Plan; or (b) ten years from the Effective Date.

3.4 AMENDMENT OF THE PLAN; TERMINATION. The Board may, insofar as
permitted by law, from time to time, with respect to any shares of Common Stock
at the time not subject to Options, suspend, discontinue or terminate the Plan
or revise or amend it in any respect whatsoever.

6.
<PAGE> 7

3.5 APPLICATION OF FUNDS. The proceeds received by the Company
from the sale of Common Stock pursuant to Options will be used for general
corporate purposes.

3.6 NO OBLIGATION TO EXERCISE. The granting of any Option under
the Plan shall impose no obligation upon any Optionee to exercise such Option.

3.7 NO IMPLIED RIGHTS TO DIRECTORS. Except as expressly provided
for in the Plan, no Non-Employee Director or other person shall have any claim
or right to be granted an Option under the Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any Non-Employee Director
any right to be retained as a Directoror or in any other capacity.

3.8 WITHHOLDING. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company shall have
the right to require the Optionee to remit to the Company an amount sufficient
to satisfy any federal, state or local withholding tax liability prior to the
delivery of any certificate or certificates for such shares. Whenever under
the Plan payments are to be made in cash, such payments shall be made net of an
amount sufficient to satisfy any federal, state or local withholding tax
liability.

3.9 CONDITIONS PRECEDENT TO EFFECTIVENESS. The Plan shall become
effective upon the satisfaction of all the following conditions, with the
Effective Date being the date that the last such condition is satisfied:

3.9.1 the adoption of the Plan by the Board of Directors;
and

3.9.2 the closing of the initial public offering of the
Common Stock.

<PAGE> 1
EXHIBIT 10.3

LAMALIE AMROP INTERNATIONAL
PROFIT SHARING PLAN

AS AMENDED THROUGH APRIL 30, 1997

ARTICLE I

DEFINITIONS

(a) "ACCOUNT" or "ACCOUNTS" shall mean a Participant's Employer
Contribution Account, Rollover Contribution Account, Voluntary Contribution
Account and/or such other accounts as may be established by the Plan
Administrator.

(b) "ADMINISTRATOR" shall mean the Plan Administrator.

(c) "AFFILIATE" shall mean, with respect to an Employer, any
corporation other than such Employer that is a member of a controlled group of
corporations, within the meaning of Section 414(b) of the Code, of which such
Employer is a member; all other trades or businesses (whether or not
incorporated) under common control, within the meaning of Section 414(c) of the
Code, with such Employer; any service organization other than such Employer
that is a member of an affiliated service group, within the meaning of Section
414(m) of the Code, of which such Employer is a member; and any other
organization that is required to be aggregated with such Employer under Section
414(o) of the Code. For purposes of determining the limitations on Annual
Additions, the special rules of Section 415(h) of the Code shall apply.

(d) "AGREEMENT AND DECLARATION OF TRUST" shall mean the agreement
providing for the Trust Fund, as it may be amended from time to time.

(e) "ANNUAL ADDITIONS" shall mean, with respect to each Limitation
Year beginning after December 31, 1986, the sum of:

(1) the amount of Employer contributions allocated to the
Participant under any defined contribution plan maintained by an
Employer or an Affiliate;

(2) the amount of the Employee's contributions (other
than rollover contributions, if any) to any contributory defined
contribution plan maintained by an Employer or an Affiliate;

(3) any forfeitures allocated to the Participant under
any defined contribution plan maintained by an Employer or an
Affiliate; and

(4) if the Participant is a Key Employee, to the extent
required by law, any contributions allocated to any individual account
on behalf of such Participant under Section 401(h) or Section 419A(d)
of the Code.

<PAGE> 2

(f) "BOARD OF DIRECTORS" and "BOARD" shall mean the board of
directors of the Company.

(g) "CODE" shall mean the Internal Revenue Code of 1986, as
amended, or any successor statute. Reference to a specific section of the Code
shall include a reference to any successor provision.

(h) "COMPANY" shall mean Lamalie Associates, Inc. and its
successors.

(i) "COMPENSATION" shall mean, with respect to a Participant, the
regular salaries and wages, overtime pay, bonuses and commissions paid (or, for
Limitation Years beginning before January 1, 1992, accrued) by an Employer, but
shall not include third party disability payments, stock options, relocation
expense payments, benefits under this Plan, any amount contributed to any
pension, employee welfare, life insurance or health insurance plan or
arrangement, or any other tax-favored fringe benefits. No Compensation in
excess of $200,000 ($150,000 for Plan Years beginning on or after January 1,
1994) (adjusted under such regulations as may be issued by the Secretary of the
Treasury) shall be taken into account for any Employee; for these purposes, if
any Employee is a Family Member of a Highly Compensated Employee who is (1) a
5% owner of an Employer or (2) one of the ten Highly Compensated Employees paid
the greatest amount of Compensation during the Plan Year, then such Family
Member shall not be considered as a separate Employee and any Compensation paid
to such Family Member shall be treated as if it were paid to or on behalf of
the related Highly Compensated Employee.

(j) "EFFECTIVE DATE" of this Amendment shall mean March 1, 1989,
except as may otherwise be noted herein.

(k) "ELIGIBILITY DATE" shall mean the last day of February of each
year.

(l) "EMPLOYEE" shall mean any person employed by an Employer or an
Affiliate. The term "Employee" shall also include any individual required to
be treated as an Employee by reason of Section 414(n) of the Code (but only for
the purposes specified in such Section 414(n)).

(m) "EMPLOYER" shall mean the Company and any subsidiary, related
corporation, or other entity that adopts this Plan with the consent of the
Company.

(n) "EMPLOYER CONTRIBUTION ACCOUNT" shall mean an account
established pursuant to Article VII(b) with respect to Employer contributions
made to this Plan pursuant to paragraph (a) of Article VI.

(o) "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended, or any successor statute. References to a specific
section of ERISA shall include references to any successor provisions.

(p) "FAMILY MEMBER" of a Highly Compensated Employee shall mean
such Employee's spouse, lineal descendant or ascendant, or the spouse of his
lineal descendant or ascendant; provided,

2.
<PAGE> 3

however, that for purposes of determining the $200,000 limit on a Highly
Compensated Employee's Compensation, the term "Family Member" shall include
only the Employee's spouse and his lineal descendants who have not attained age
19 before the close of the Plan Year.

(q) "HIGHLY COMPENSATED EMPLOYEE" shall mean, for each Plan Year
beginning after December 31, 1986, any Employee during the Plan Year or the
immediately preceding Plan Year

(1) who was a 5% owner of an Employer;

(2) whose Section 415 Compensation was more than $75,000
(adjusted under such regulations as may be issued by the Secretary of
Treasury);

(3) whose Section 415 Compensation was more than $50,000
(adjusted under such regulations as may be issued by the Secretary of
Treasury), and who was a member of the "top paid group." As used
herein, "top paid group" shall mean all Employees who are in the top
20% of the Employer's work force on the basis of Section 415
Compensation paid during the year; or

(4) who was an officer of an Employer and received
compensation in excess of 50% of the amount in effect under Section
415(b)(1)(A) of the Code for any such Plan Year; provided, however,
that in no event shall more than 50 Employees be considered Highly
Compensated Employees merely by reason of their status as officers of
an Employer.

The term "Highly Compensated Employee" shall also mean any former Employee who
separated from service (or was deemed to have separated from service) prior to
the Plan Year, performs no service for an Employer during the Plan Year, and
was an actively employed Highly Compensated Employee in the separation year or
any Plan Year ending on or after the date the Employee attained age 55. For
purposes of determining whether a Participant is a Highly Compensated Employee,
if any Employee is a Family Member of a Highly Compensated Employee who is (i)
a 5% owner of an Employer or (ii) one of the ten Highly Compensated Employees
paid the greatest amount of Compensation during the Plan Year, then such Family
Member shall not be considered as a separate Employee and any Compensation paid
to such Family Member (and any applicable benefit or contribution on behalf of
such Family Member) shall be treated as if it were paid to or on behalf of the
related Highly Compensated Employee.

(r) "HOUR OF SERVICE" shall mean

(1) (A) an hour for which an Employee is paid, or
entitled to payment, for the performance of duties for an
Employer or an Affiliate;

(B) an hour for which an Employee is paid, or
entitled to payment, by an Employer or an Affiliate on account
of a period of time during which no duties are performed
(irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity
(including disability), lay-off, jury duty, military duty or
leave of absence. Notwithstanding the preceding,

3.
<PAGE> 4

(i) no more than 501 Hours of Service shall
be credited under this section (B) to an Employee on
account of any single continuous period during which
the Employee performs no duties (whether or not such
period occurs in a single Plan Year);

(ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment,
on account of a period during which no duties are
performed shall not be credited to the Employee if
such payment is made or due under a plan maintained
solely for the purpose of complying with applicable
workmen's compensation, or unemployment compensation
or disability insurance laws; and

(iii) an hour shall not be credited for a
payment which solely reimburses an Employee for
medical or medically related expenses incurred by the
Employee; and

(C) an hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by an
Employer or an Affiliate; provided, however, that the same
Hour of Service shall not be credited both under section (A)
or section (B), as the case may be, and under this section
(C). Crediting of an Hour of Service for back pay awarded or
agreed to with respect to periods described in section (B)
shall be subject to the limitations set forth in that section.

The definition set forth in this subparagraph (1) is subject to the
special rules contained in Department of Labor Regulations Sections
2530.200b-2(b) and (c), and any regulations amending or superseding
such Sections, which special rules are hereby incorporated in the
definition of "Hour of Service" by this reference.

(2) An Employee required to be credited with at least one
Hour of Service during any calendar month under subparagraph (1) shall
be credited with 190, and only 190, Hours of Service for such month.

(3) (A) Notwithstanding the other provisions of this
"Hour of Service" definition, in the case of an Employee who
is absent from work for any period by reason of her pregnancy,
by reason of the birth of a child of the Employee, by reason
of the placement of a child with the Employee in connection
with the adoption of such child by the Employee or for
purposes of caring for such child for a reasonable period
beginning immediately following such birth or placement, the
Employee shall be treated as having those Hours of Service
described in section (B).

(B) The Hours of Service to be credited to an
Employee under the provisions of section (A) are the Hours of
Service that otherwise would normally have been credited to
such Employee but for the absence in question or, in any case
in which the Plan is unable to determine such hours, eight
Hours of Service per day of such absence; provided, however,
that the total number of hours treated as Hours

4.
<PAGE> 5
of Service under this subparagraph (3) by reason of any such
pregnancy or placement shall not exceed 501 hours.

(C) The hours treated as Hours of Service under
this subparagraph (3) shall be credited only in the Plan Year
in which the absence from work begins, if the crediting is
necessary to prevent a One Year Break in Service in such Plan
Year or, in any other case, in the immediately following Plan
Year.

(D) Credit shall be given for Hours of Service
under this subparagraph (3) solely for purposes of determining
whether a One Year Break in Service has occurred for
participation or vesting purposes; credit shall not be given
hereunder for any other purposes (including, without
limitation, benefit accrual).

(E) Notwithstanding any other provision of this
subparagraph (3), no credit shall be given under this
subparagraph (3) unless the Employee in question furnishes to
the Administrator such timely information as the Administrator
may reasonably require to establish that the absence from work
is for reasons referred to in section (A) and the number of
days for which there was such an absence.

(s) "KEY EMPLOYEE" shall mean any Employee or former Employee (or
any beneficiary of such Employee) who is at any time during the Plan Year (or
was at any time during the four preceding Plan Years) (1) an officer of an
Employer (within the meaning of Section 416(i)(1)(B) of the Code) having an
aggregate annual compensation from the Employer and its Affiliates in excess of
50% of the amount in effect under Section 415(b)(1)(A) of the Code for any such
Plan Year, (2) one of the ten Employees owning (or considered as owning) the
largest interests in an Employer, owning more than a 1/2% interest in the
Employer, and having an aggregate annual compensation from the Employer and its
Affiliates of more than the limitation in effect under Section 415(c)(1)(A) of
the Code for the calendar year that includes the last day of the Plan Year (if
two Employees have equal interests in an Employer, the Employee having the
greater annual compensation from the Employer shall be deemed to have a larger
interest), (3) a 5% owner of an Employer (within the meaning of Section
416(i)(1)(B) of the Code) or (4) a 1% owner of an Employer (within the meaning
of Section 416(i)(1)(B) of the Code) having an aggregate annual compensation
from the Employer and its Affiliates of more than $150,000.

(t) "LEAVE OF ABSENCE" shall mean the time granted to an Employee
for vacation, sick leave, temporary layoff or other purposes, all as authorized
in accordance with uniform rules adopted by his Employer from time to time.
Leave of Absence shall also include the time that an Employee serves in the
armed forces of the United States of America during a period of national
emergency or as a result of the operation of a compulsory military service law
of the United States of America and during any period after his discharge from
such armed forces in which his employment rights are guaranteed by law.

(u) "LIMITATION YEAR" shall mean the Plan Year.

5.
<PAGE> 6

(v) "NON-KEY EMPLOYEE" shall mean, with respect to any Plan Year,
an Employee or former Employee who is not a Key Employee (including any such
Employee who formerly was a Key Employee).

(w) "NORMAL RETIREMENT DATE" shall mean the date on which a
Participant attains the age of 65 years.

(x) "ONE YEAR BREAK IN SERVICE" shall mean a Plan Year in which an
Employee has 500 or fewer Hours of Service, and it shall be deemed to occur on
the last day of any such Plan Year.

(y) "PARTICIPANT" shall mean any eligible Employee of an Employer
who has become a Participant under the Plan and shall include any former
employee of an Employer who became a Participant under the Plan and who still
has a balance in an Account under the Plan.

(z) "PLAN" shall mean the profit sharing plan as herein set forth,
as it may be amended from time to time.

(aa) "PLAN ADMINISTRATOR" shall mean the Company.

(bb) "PLAN YEAR" shall mean the 12-month period ending on the last
day of February.

(cc) "ROLLOVER CONTRIBUTION ACCOUNT" shall mean an account
established pursuant to Article VII(b) with respect to rollover contributions
to this Plan made pursuant to paragraph (d) of Article VI.

(dd) "SECTION 415 COMPENSATION" shall mean all compensation
received by or made available to the Participant from all Employers and all
Affiliates for personal services actually rendered, but does not include
deferred compensation, stock options and other distributions that receive
special tax benefit.

(ee) "TOP HEAVY PLAN" shall mean this Plan if the aggregate account
balances (not including voluntary rollover contributions made by any
Participant from an unrelated plan) of the Key Employees and their
beneficiaries for such Plan Year exceed 60% of the aggregate account balances
(not including voluntary rollover contributions made by any Participant from an
unrelated plan) for all Participants and their beneficiaries. Such values
shall be determined for any Plan Year as of the last day of the immediately
preceding Plan Year. The account balances on any determination date shall
include the aggregate distributions made with respect to Participants during
the five-year period ending on the determination date. For the purposes of
this definition, the aggregate account balances for any Plan Year shall include
the account balances and accrued benefits of all retirement plans qualified
under Section 401(a) of the Code with which this Plan is required to be
aggregated to meet the requirements of Section 401(a)(4) or 410 of the Code
(including terminated plans that would have been required to be aggregated with
this Plan) and all plans of an Employer or an Affiliate in which a Key Employee
participates; and such term may include (at the discretion of the Plan
Administrator) any other retirement plan qualified under Section 401(a) of the
Code that is maintained by an Employer or an Affiliate, provided the resulting
aggregation group satisfies the

6.
<PAGE> 7
requirements of Sections 401(a) and 410 of the Code. All calculations shall be
on the basis of actuarial assumptions that are specified by the Plan
Administrator and applied on a uniform basis to all plans in the applicable
aggregation group. The account balance of any Participant shall not be taken
into account if:

(1) he is a Non-Key Employee for any Plan Year, but was a
Key Employee for any prior Plan Year, or

(2) for Plan Years beginning after December 31, 1984, he
has not performed any service for an Employer during the five- year
period ending on the determination date.

(ff) "TRUST" shall mean the trust established by the Agreement and
Declaration of Trust.

(gg) "TRUSTEE" shall mean the individual, individuals or
corporation designated as trustee under the Agreement and Declaration of Trust.

(hh) "TRUST FUND" shall mean the trust fund established under the
Agreement and Declaration of Trust from which the amounts of supplementary
compensation provided for by the Plan are to be paid or are to be funded.

(ii) "VALUATION DATE" shall mean the last day of February, May,
August or November of each year or such other date as may be selected by the
Plan Administrator.

(jj) "VALUATION PERIOD" shall mean the period beginning with the
first day after a Valuation Date and ending with the next Valuation Date.

(kk) "VOLUNTARY CONTRIBUTION ACCOUNT" shall mean an account
established pursuant to Article VII(b) with respect to voluntary after- tax
contributions previously made to this Plan.

(ll) (1) "YEAR OF SERVICE" shall mean a Plan Year during which
an Employee completes 1,000 or more Hours of Service.

(2) For purposes of Article VIII and paragraph (a)(5) of
the Article entitled "Amendment and Termination," an Employee's "Years
of Service" shall not include the following:

(A) any Year of Service during which the Company
did not maintain this Plan or a predecessor plan;

(B) any Year of Service prior to a One Year Break
in Service, but only prior to such time as the Participant has
completed a Year of Service after such One Year Break in
Service; and

(C) any Year of Service prior to a One Year Break
in Service if the Participant had no vested interest in the
balance of his Employer Contribution

7.
<PAGE> 8
Account at the time of such One Year Break in Service and if
the number of consecutive years in which a One Year Break in
Service occurred equaled or exceeded the greater of five or
the number of Years of Service completed by the Employee prior
thereto (not including any Years of Service not required to be
taken into consideration under the Plan as then in effect as a
result of any prior One Year Break in Service); provided,
however, that for these purposes, any One Year Break in
Service resulting from a Leave of Absence shall not be counted
but shall be disregarded.

Notwithstanding the foregoing, Years of Service shall not be
determined under this subparagraph (2) until the first Plan Year
beginning after December 31, 1984, but shall be determined for prior
periods under the Plan as then in effect; and, provided further, that
any Year of Service not required to be taken into account as of the
day before the first day of the first Plan Year beginning after
December 31, 1984, shall not be taken into account as a Year of
Service under this Amendment.

ARTICLE II

NAME OF THE PLAN

A profit sharing plan is hereby continued in accordance with the terms
hereof and shall be known as the "LAMALIE AMROP INTERNATIONAL PROFIT SHARING
PLAN."

ARTICLE III

PURPOSE OF THE PLAN AND THE TRUST

(a) EXCLUSIVE BENEFIT. This Plan is created for the sole purpose
of providing benefits to the Participants and enabling them to share in the
growth of their Employer. Except as otherwise permitted by law, in no event
shall any part of the principal or income of the Trust be paid to or reinvested
in any Employer or be used for or diverted to any purpose whatsoever other than
for the exclusive benefit of the Participants and their beneficiaries.

(b) RETURN OF CONTRIBUTIONS. Notwithstanding the provisions of
paragraph (a), any contribution made by an Employer to this Plan by a mistake
of fact may be returned to the Employer within one year after the payment of
the contribution; and any contribution made by an Employer that is conditioned
upon the deductibility of the contribution under Section 404 of the Code (each
contribution shall be presumed to be so conditioned unless the Employer
specifies otherwise) may be returned to the Employer if the deduction is
disallowed and the contribution is returned (to the extent disallowed) within
one year after the disallowance of the deduction.

(c) PARTICIPANT'S RIGHTS. The establishment of this Plan shall
not be considered as giving any Employee, or any other person, any legal or
equitable right against any Employer, any

8.
<PAGE> 9
Affiliate, the Plan Administrator, the Trustee or the principal or the income
of the Trust, except to the extent otherwise provided by law. The
establishment of this Plan shall not be considered as giving any Employee, or
any other person, the right to be retained in the employ of any Employer or any
Affiliate.

(d) QUALIFIED PLAN. This Plan and the Trust, are intended to
qualify under the Code as a tax-free employees' plan and trust, and the
provisions of this Plan and the Trust should be interpreted accordingly.

ARTICLE IV

PLAN ADMINISTRATOR

(a) ADMINISTRATION OF THE PLAN. The Plan Administrator shall
control and manage the operation and administration of the Plan, except with
respect to investments. The Administrator shall have no duty with respect to
the investments to be made of the funds in the Trust except as may be expressly
assigned to it by the terms of the Agreement and Declaration of Trust.

(b) POWERS AND DUTIES. The Administrator shall have complete
control over the administration of the Plan herein embodied, with all powers
necessary to enable it to carry out its duties in that respect. Not in
limitation, but in amplification of the foregoing, the Administrator shall have
the power and discretion to interpret or construe this Agreement and to
determine all questions that may arise as to the status and rights of the
Participants and others hereunder.

(c) DIRECTION OF TRUSTEE. It shall be the duty of the
Administrator to direct the Trustee with regard to the allocation and the
distribution of the benefits to the Participants and others hereunder.

(d) SUMMARY PLAN DESCRIPTION. The Administrator shall prepare or
cause to be prepared a Summary Plan Description (if required by law) and such
periodic and annual reports as are required by law.

(e) DISCLOSURE. At least once each year, the Administrator shall
furnish to each Participant a statement containing the value of his interest in
the Trust Fund and such other information as may be required by law.

(f) CONFLICT IN TERMS. The Administrator shall notify each
Employee, in writing, as to the existence of the Plan and Trust and the basic
provisions thereof. In the event of any conflict between the terms of this
Plan and Trust as set forth in this Agreement and in the Agreement and
Declaration of Trust and as set forth in any explanatory booklet or other
description, this Agreement and the Agreement and Declaration of Trust shall
control.

(g) NONDISCRIMINATION. The Administrator shall not take any
action or direct the Trustee to take any action whatsoever that would result in
unfairly benefiting one Participant or group of

9.
<PAGE> 10
Participants at the expense of another or in improperly discriminating between
Participants similarly situated or in the application of different rules to
substantially similar sets of facts.

(h) RECORDS. The Administrator shall keep a complete record of
all its proceedings as such Administrator and all data necessary for the
administration of the Plan. All of the foregoing records and data shall be
located at the principal office of the Administrator.

(i) FINAL AUTHORITY. Except to the extent otherwise required by
law, the decision of the Administrator in matters within its jurisdiction shall
be final, binding and conclusive upon each Employer and each Employee, member
and beneficiary and every other interested or concerned person or party.

(j) CLAIMS.

(1) Claims for benefits under the Plan may be made by a
Participant or a beneficiary of a Participant on forms supplied by the
Plan Administrator. Written notice of the disposition of a claim
shall be furnished to the claimant by the Administrator within ninety
(90) days after the application is filed with the Administrator,
unless special circumstances require an extension of time for
processing, in which event action shall be taken as soon as possible,
but not later than one hundred eighty (180) days after the application
is filed with the Administrator; and in the event that no action has
been taken within such ninety (90) or one hundred eighty (180) day
period, the claim shall be deemed to be denied for the purposes of
subparagraph (2). In the event that the claim is denied, the denial
shall be written in a manner calculated to be understood by the
claimant and shall include the specific reasons for the denial,
specific references to pertinent Plan provisions on which the denial
is based, a description of the material information, if any, necessary
for the claimant to perfect the claim, an explanation of why such
material information is necessary and an explanation of the claim
review procedure.

(2) If a claim is denied (either in the form of a written
denial or by the failure of the Plan Administrator, within the
required time period, to notify the claimant of the action taken), a
claimant or his duly authorized representative shall have sixty (60)
days after the receipt of such denial to petition the Plan
Administrator in writing for a full and fair review of the denial,
during which time the claimant or his duly authorized representative
shall have the right to review pertinent documents and to submit
issues and comments in writing. The Plan Administrator shall promptly
review the claim and shall make a decision not later than sixty (60)
days after receipt of the request for review, unless special
circumstances require an extension of time for processing, in which
event a decision shall be rendered as soon as possible, but not later
than one hundred twenty (120) days after the receipt of the request
for review. If such an extension is required because of special
circumstances, written notice of the extension shall be furnished to
the claimant prior to the commencement of the extension. The decision
of the review shall be in writing and shall include specific reasons
for the decision, written in a manner calculated to be understood by
the claimant, with specific references to the Plan provisions on which
the decision is based.

10.
<PAGE> 11
(k) APPOINTMENT OF ADVISORS. The Administrator may appoint such
accountants, counsel (who may be counsel for an Employer), specialists and
other persons that it deems necessary and desirable in connection with the
administration of this Plan. The Administrator, by action of its Board of
Directors, may designate one or more of its employees to perform the duties
required of the Administrator hereunder.

ARTICLE V

ELIGIBILITY AND PARTICIPATION

(a) CURRENT PARTICIPANTS. Any Employee who was a Participant in
this Plan on the date of adoption of this Amendment shall remain as a
Participant in the Plan.

(b) ELIGIBILITY AND PARTICIPATION. Thereafter, any Employee of an
Employer shall be eligible to become a Participant in the Plan upon completing
one month of service. Any such eligible Employee shall enter the Plan as a
Participant, if he is still an Employee of an Employer, on the first
Eligibility Date concurring therewith or occurring thereafter and shall be
deemed to be a Participant as of the first day of the Plan Year during which he
became a Participant or, if later, the date he became an Employee of an
Employer.

(c) FORMER EMPLOYEES. An Employee who ceases to be a Participant
and who subsequently reenters the employ of an Employer shall be eligible again
to become a Participant on the date of his reemployment. An Employee who has
completed one month of service prior to becoming an Employee of an Employer
shall enter the Plan as a Participant on the date he becomes an Employee of an
Employer.

(d) RIGHT TO DECLINE PARTICIPATION. An Employee, with the
approval of the Plan Administrator, may decline to participate in the Plan, but
any request by an Employee for such approval shall be in writing.

ARTICLE VI

CONTRIBUTIONS TO THE TRUST

(a) EMPLOYER CONTRIBUTIONS. The amount, if any, to be contributed
to the Trust by an Employer for each Plan Year shall be determined by its Board
of Directors.

(b) FORM AND TIMING OF CONTRIBUTIONS. Payments on account of the
contributions due from an Employer for any Plan Year shall be made in cash.
Such payments may be made by a contributing Employer at any time, but payment
of the contribution for any Plan Year shall be completed on or before the time
prescribed by law, including extensions thereof, for filing such Employer's
federal income tax return for its taxable year with which or within which such
Plan Year ends.

11.
<PAGE> 12
(c) PARTICIPANTS' VOLUNTARY CONTRIBUTIONS. This Plan will not
accept voluntary employee contributions for Plan Years beginning after December
31, 1988. Employee contributions for Plan Years beginning after December 31,
1986, shall be limited so as to meet the nondiscrimination test of Section
401(m) of the Code.

(d) ROLLOVER CONTRIBUTIONS. Each Participant at any time during a
Plan Year, with the consent of the Plan Administrator and in such manner as
prescribed by the Plan Administrator, may pay or cause to be paid to the
Trustee a rollover contribution (as defined in the applicable sections of the
Code, except that for this purpose "rollover contribution" shall be deemed to
include both a direct payment from a Participant and a direct transfer from a
trustee of another qualified plan in which the Participant is or was a
participant). Any Rollover Contribution Account that would cause this Plan to
be a transferee plan within the meaning of Section 401(a)(11)(B)(iii)(III) of
the Code shall be accounted for separately, and shall be subject to the
requirements of Sections 401(a)(11) and 417 of the Code.

(e) NO DUTY TO INQUIRE. The Trustee shall have no right or duty
to inquire into the amount of any contribution made by an Employer or any
Participant or the method used in determining the amount of any such
contribution, or to collect the same, but the Trustee shall be accountable only
for funds actually received by it.

ARTICLE VII

PARTICIPANTS' ACCOUNTS AND ALLOCATION OF CONTRIBUTIONS

(a) COMMON FUND. The assets of the Trust shall constitute a
common fund in which each Participant shall have an undivided interest.

(b) ESTABLISHMENT OF ACCOUNTS. The Plan Administrator shall
establish and maintain with respect to each Participant an account, designated
as an Employer Contribution Account, that shall reflect the Participant's
interest in the Trust Fund with respect to contributions made by his Employer.
In addition, for each Participant who has made a voluntary contribution
pursuant to Article VI, the Plan Administrator shall establish and maintain a
Voluntary Contribution Account; and for each Participant who has made a
rollover contribution pursuant to Article VI, the Plan Administrator shall
establish and maintain a Rollover Contribution Account. The Plan Administrator
may establish such additional Accounts as are necessary to reflect a
Participant's interest in the Trust Fund.

(c) INTERESTS OF PARTICIPANTS. The interest of a Participant in
the Trust Fund shall be the vested balance remaining from time to time in his
Accounts after making the adjustments required pursuant to paragraph (d) of
this Article VII.

(d) ADJUSTMENTS TO ACCOUNTS. Subject to the provisions of
paragraph (e) of this Article VII, the Accounts of a Participant shall be
adjusted from time to time as follows:

12.
<PAGE> 13

(1) As of each Valuation Date, each of a Participant's
Accounts shall be credited or charged, as the case may be, with a
share of the "earnings factor" of the Trust Fund for the Valuation
Period ending with such current Valuation Date. The earnings factor
of the Trust Fund and the share attributable to a Participant's
Accounts are to be determined as follows:

(A) The earnings factor attributable to the
Trust Fund for any Valuation Period shall consist of the
aggregate of the unrealized appreciation or depreciation
occurring in the value of the Trust Fund during such period
that is attributable to contributions theretofore made to the
Participants' Accounts and earnings thereon, and that portion
of the income earned or the loss sustained by the Trust Fund
during such period (whether from investments or from the sale
or exchange of assets) that is attributable to contributions
theretofore made to the Participants' Accounts and earnings
thereon.

(B) The share of the earnings factor attributable
to each Account of a Participant for any Valuation Period
shall be that amount that shall bear the same ratio to such
earnings factor as the balance in such Account as of the end
of the immediately preceding Valuation Period (less any
amounts distributed from such Account to the Participant
during the Valuation Period ending with the current Valuation
Date) bears to the aggregate of the balances in the Accounts
of like kind as of the end of the immediately preceding
Valuation Period of all Participants who are entitled to share
in the earnings factor (less the aggregate amounts distributed
from such Accounts to such Participants during the Valuation
Period ending with the current Valuation Date).

(2) Each of a Participant's Accounts shall be credited
with contributions made during the Plan Year as follows:

(A) As of each Valuation Date that is the last
day of a Plan Year, the Employer Contribution Account of a
Participant shall be credited with his share of the
contribution, if any, made by his Employer with respect to the
Plan Year ending with such Valuation Date. The Participants
entitled to share in any contribution and their respective
shares thereof shall be determined as follows:

(i) Subject to the provisions of
subsections (ii), (iii), (iv) and (v), a
Participant's share of the amount of the contribution
for the Plan Year shall be the amount that shall bear
the same ratio to the total of such contribution as
the Participant's Compensation for such Plan Year
bears to the aggregate of the Compensation of all
Participants employed by such Employer for such Plan
Year who are entitled to share in the contribution
for such Plan Year.

(ii) A Participant shall be entitled to
share in the contribution if

a. the Plan Year constitutes a
Year of Service for such Participant and

13.
<PAGE> 14

b. he is employed by his Employer
on the last day of the Plan Year.

(iii) In the event that the requirement set
forth in subsection (ii)b. immediately above would
cause this Plan to fail to meet the requirements of
Section 401(a)(26) and 410(b)(1) of the Code (and any
regulations thereunder issued by the Secretary of the
Treasury), a Participant shall be entitled to share
in the contribution if such Plan Year constitutes a
Year of Service for such Participant, regardless of
whether he is employed by his Employer on the last
day of the Plan Year.

(iv) In the event that the requirements
set forth in subsections (ii) and (iii) immediately
above would cause this Plan to fail to meet the
requirements of Sections 401(a)(26) and 410(b)(1) of
the Code (and any regulations thereunder issued by
the Secretary of the Treasury), a Participant shall
be entitled to share in the contribution if he
completes 500 Hours of Service during such Plan Year,
regardless of whether such Plan Year constitutes a
Year of Service for such Participant or whether he is
employed by his Employer on the last day of the Plan
Year.

(v) For each Plan Year in which this Plan is
a Top Heavy Plan, a Participant who is employed by an
Employer on the last day of such Plan Year, who is a
Non-Key Employee and who earns Compensation from an
Employer for such Plan Year shall be entitled to
share in the contribution (as described in this
section (A)) to the extent such allocation does not
exceed at least three percent (3%) of his Section 415
Compensation (or, if less, the highest percentage of
such Section 415 Compensation allocated to the
Employer Contribution Account of a Key Employee
hereunder, as well as his employer contribution
accounts under any other defined contribution plan
maintained by such Employer or an Affiliate,
including any elective contribution to any plan
subject to Code Section 401(k)), regardless of
whether such Plan Year constitutes a Year of Service
for such Participant, except to the extent such a
contribution is made by an Employer or any Affiliate
thereof on behalf of the Employee for the Plan Year
to any other defined contribution plan maintained by
such Employer or Affiliate.

(B) As of each Valuation Date, the Rollover
Contribution Account of a Participant shall be credited with
the rollover contributions, if any, made by the Participant
pursuant to Article VI with respect to the Valuation Period
ending with such Valuation Date.

(3) As of each Valuation Date that is the last day of a
Plan Year, the Employer Contribution Account of a Participant shall be
credited with his share of the value of interests forfeited pursuant
to Article VIII (except to the extent applied pursuant to Article
VIII(c)(4)(C)) by Participants employed by his Employer during such
Plan Year. A

14.
<PAGE> 15
Participant's share of the forfeitures attributable to Employees of
his Employer shall be the amount that shall bear the same ratio to the
total of the forfeited interests for such Plan Year as the
Compensation of the Participant with respect to such Plan Year bears
to the aggregate of all Compensation of all Participants of such
Employer for that period who are entitled to share in forfeitures for
such Plan Year; provided, however, that a Participant shall not be
entitled to share in forfeitures for a Plan Year unless such
Participant shall be entitled to share in the Employer's contribution
for such Plan Year as provided in subparagraph (2)(A), and unless such
Participant was also a Participant as of the end of the immediately
preceding Plan Year.

(4) As of each Valuation Date, each Account of a
Participant shall be charged with the amount of any distribution made
to the Participant or his beneficiary from such Account during the
Valuation Period ending with such Valuation Date.

(5) For purposes of all computations required by this
Article VII, the accrual method of accounting shall be used, and the
Trust Fund and the assets thereof shall be valued at their fair market
value as of each Valuation Date.

(6) In making the adjustments for any Valuation Date as
provided in this paragraph (d), any life insurance contract or
contracts purchased and held by the Trustee shall be disregarded, and
the value of such contracts shall not be included in the value of a
Participant's Account or in the appreciation, depreciation, income or
loss of the Trust for any such purposes. For all other purposes, the
value of such contracts shall be included in the value of a
Participant's Account.

(7) The Plan Administrator may adopt such additional
accounting procedures as are necessary to accurately reflect each
Participant's interest in the Trust Fund, which procedures shall be
effective upon approval by the Employer. All such procedures shall be
applied in a consistent and nondiscriminatory manner.

(e) LIMITATION ON ALLOCATION OF CONTRIBUTIONS.

(1) Notwithstanding anything contained in this Plan to
the contrary, the aggregate Annual Additions to a Participant's
Accounts under this Plan and under any other defined contribution
plans maintained by an Employer or an Affiliate for any Limitation
Year shall not exceed the lesser of $30,000 (or, for Plan Years
beginning after December 31, 1986, if greater, one quarter of the
dollar limitation in effect under Section 415(b)(1)(A) of the Code) or
25% of the Participant's Section 415 Compensation for such Plan Year.

(2) In the event that the Annual Additions, under the
normal administration of the Plan, would otherwise exceed the limits
set forth above for any Participant, or in the event that any
Participant participates in both a defined benefit plan and a defined
contribution plan maintained by any Employer or any Affiliate and the
aggregate annual additions to and projected benefits under all of such
plans, under the normal administration of such plans, would otherwise
exceed the limits provided by law, then the Plan Administrator shall
take

15.
<PAGE> 16
such actions, applied in a uniform and nondiscriminatory manner, as
will keep the annual additions and projected benefits for such
Participant from exceeding the applicable limits provided by law.
Excess Annual Additions shall be disposed of as provided in
subparagraph (3). Adjustments shall be made to this Plan, if
necessary to comply with such limits, before any adjustments shall be
made to any other plan; provided, however, that any excess Annual
Additions attributable to voluntary contributions to other plans shall
first be returned to the Participant from such other plans.

(3) If as a result of the allocation of forfeitures, a
reasonable error in estimating a Participant's Section 415
Compensation or other circumstances permitted under Section 415 of the
Code, the Annual Additions attributable to Employer contributions for
a particular Participant would cause the limitations set forth in this
paragraph (e) to be exceeded, the excess amount shall be held
unallocated in a suspense account for the Plan Year and reallocated
among the Participants as of the end of the next Plan Year to all of
the Participants in the Plan in the same manner as an Employer
contribution under the terms of paragraph (d)(2) of this Article VII
before any further Employer contributions are allocated to the
Accounts of the Participants, and such allocations shall be treated as
Annual Additions to the Accounts of the Participants. In the event
that the limits on Annual Additions for any Participant would be
exceeded before all of the amounts in the suspense account are
allocated among the Participants, then such excess amounts shall be
retained in the suspense account to be reallocated as of the end of
the next Plan Year and any succeeding Plan Years until all amounts in
the suspense account are exhausted. The suspense account shall be
credited or charged, as the case may be, with a share of the "earnings
factor" for each Valuation Period during which it is in existence as
if it were an Account of a Participant.

(4) In the event that any Participant participates in
both a defined benefit plan and a defined contribution plan maintained
by his Employer or an Affiliate thereof, then the sum of the Defined
Benefit Plan Fraction and the Defined Contribution Plan Fraction for
any Limitation Year shall not exceed 1.0. For these purposes,

(A) The Defined Benefit Plan Fraction is a
fraction, the numerator of which is the projected annual
benefit of the Participant under the defined benefit plan
determined as of the close of the Limitation Year and the
denominator of which is the lesser of (1) the product of 1.25
times the dollar limitation in effect under Section
415(b)(1)(A) of the Code for such Limitation Year or (2) the
product of 1.4 times the amount that may be taken into account
under Section 415(b)(1)(B) of the Code with respect to such
Participant for such Limitation Year.

(B) The Defined Contribution Plan Fraction is a
fraction, the numerator of which is the sum of the Annual
Additions to the Participant's Accounts as of the close of the
Limitation Year (less any amount that may be subtracted from
the numerator in accordance with any applicable statutes,
notices or rulings) and the denominator of which is the sum of
the lesser of the following amounts determined for such year
and for each prior Year of Service with the Employer: (1) the
product of 1.25 times the dollar limitation in effect under
Section 415(c)(1)(A) of the Code

16.
<PAGE> 17
for such Limitation Year (determined without regard to Section
415(c)(6) of the Code) or (2) the product of 1.4 times the
amount that may be taken into account under Section
415(c)(1)(B) of the Code with respect to such Participant for
such Limitation Year.

(C) The figure "1.0" shall be substituted for the
figure "1.25" set forth in sections (A) and (B) for each year
in which this Plan is a Top Heavy Plan unless (1) the defined
benefit plan provides a minimum benefit equal to 3% of each
Participant's Compensation times the number of years (not
exceeding 10) the Plan is a Top Heavy Plan or the defined
contribution plan provides a minimum contribution equal to 4%
(7-1/2% if the Participant participates in both the defined
benefit plan and the defined contribution plan) of each
Participant's Section 415 Compensation, and (2) the present
value of the cumulative accrued benefits (not including
rollover contributions made after December 31, 1983) of the
Key Employees for such year does not exceed 90% of the present
value of the accrued benefits (not including rollover
contributions made after December 31, 1983) under all plans.
Such values shall be determined in the same manner as
described in the "Top Heavy" definition in Article I.

(D) At the election of the Administrator, the
denominator under section (B) may be determined with respect
to all Limitation Years ending before January 1, 1983, by
multiplying (1) the denominator, as calculated under section
(B) (as in effect for the Plan Year ending in 1982), for the
Limitation Year ending in 1982 by (2) the transition fraction.
For these purposes, the term "transition fraction" means a
fraction with a numerator equal to the lesser of (1) $51,875
or (2) 1.4 multiplied by 25% of the Compensation of the
Participant for the Limitation Year ending in 1981 and with a
denominator equal to the lesser of (1) $41,500 or (2) 25% of
the Compensation of the Participant for the Plan Year ending
in 1981. The transition fraction shall be applied by
substituting the figure $41,500 for the figure $51,875 if this
Plan is a Top Heavy Plan.

(5) For purposes of applying the limitations of this
paragraph (e) for a particular Limitation Year,

(A) all qualified defined benefit plans (without
regard to whether a plan has been terminated) ever maintained
by the Employer will be treated as one defined benefit plan,
and

(B) all qualified defined contribution plans
(without regard to whether a plan has been terminated) ever
maintained by the Employer will be treated as one defined
contribution plan.

17.
<PAGE> 18

ARTICLE VIII

BENEFITS UNDER THE PLAN

(a) RETIREMENT BENEFIT.

(1) A Participant shall be entitled to retire from the
employ of his Employer upon such Participant's Normal Retirement Date.
Until a Participant actually retires from the employ of his Employer,
no retirement benefits shall be payable to him, and he shall continue
to be treated in all respects as a Participant; provided, however,
that a Participant who attains age 70-1/2 shall begin receiving
payment of his retirement benefit no later than the April 1 after the
end of the calendar year in which he attains age 70-1/2.

(2) Upon the retirement of a Participant as provided in
subparagraph (1), and subject to adjustment as provided in paragraph
(d) of Article IX, such Participant shall be entitled to a retirement
benefit in an amount equal to 100% of the balances in his Accounts as
of the Valuation Date immediately preceding or concurring with the
date of his retirement, plus the amount of any contributions to his
Rollover Contribution Account made subsequent to such Valuation Date
and not used to purchase insurance.

(b) DISABILITY BENEFIT.

(1) In the event a Participant's employment with his
Employer is terminated by reason of his total and permanent
disability, and subject to adjustment as provided in paragraph (d) of
Article IX, such Participant shall be entitled to a disability benefit
in an amount equal to 100% of the balances in his Accounts as of the
Valuation Date immediately preceding or concurring with the date of
the termination of his employment, plus the amount of any
contributions to his Rollover Contribution Account made subsequent to
such Valuation Date and not used to purchase insurance.

(2) Total and permanent disability shall mean the total
incapacity of a Participant to perform the usual duties of his
employment with his Employer and will be deemed to have occurred only
when certified by a physician who is acceptable to the Plan
Administrator and only if such proof is received by the Administrator
within sixty (60) days after the date of the termination of such
Participant's employment.

(1) In the event a Participant's employment with his
Employer is terminated for reasons other than retirement, total and
permanent disability or death, and subject to adjustment as provided
in paragraph (d) of Article IX, such Participant shall be entitled to
a severance of employment benefit in an amount equal to his vested
interest in the balances in his Accounts as of the Valuation Date
immediately preceding or concurring with the date of the termination
of his employment, plus the amount of any contributions to his
Rollover

18.
<PAGE> 19

Contribution Account made subsequent to such Valuation Date and not used to
purchase insurance.

(2) A Participant's vested interest in his Employer
Contribution Account shall be a percentage of the balance of such
Account as of the applicable Valuation Date, based upon such
Participant's Years of Service as of the date of the termination of
his employment, as follows:

<TABLE>
<CAPTION>
TOTAL NUMBER OF VESTED
YEARS OF SERVICE INTEREST
---------------- --------
<S> <C>
Less than 1 Year of Service 0%
1 year, but less than 2 years 25%
2 years, but less than 3 years 50%
3 years, but less than 4 years 75%
4 years or more 100%
</TABLE>

Notwithstanding the foregoing, a Participant shall be 100% vested in
his Employer Contribution Account upon attaining his Normal Retirement
Date, and he shall be 100% vested in his Rollover Contribution Account
and his Voluntary Contribution Account at all times, regardless of his
age or the number of his Years of Service.

(3) (A) If the termination of employment results in
five consecutive One Year Breaks in Service, then upon the
occurrence of such five consecutive One Year Breaks in
Service, the nonvested interest of the Participant in his
Employer Contribution Account as of the Valuation Date
immediately preceding or concurring with the date of his
termination of employment shall be deemed to be forfeited and
such forfeited amount shall be reallocated, pursuant to the
provisions of paragraph (d) of Article VII, at the end of the
Plan Year concurring with the date the fifth such consecutive
One Year Break in Service occurs. If the Participant is later
reemployed by an Employer or an Affiliate, the unforfeited
balance, if any, in his Employer Contribution Account that has
not been distributed to such Participant shall be set aside in
a separate account, and such Participant's Years of Service
after any five consecutive One Year Breaks in Service
resulting from such termination of employment shall not be
taken into account for the purpose of determining the vested
interest of such Participant in the balance of his Employer
Contribution Account that accrued before such five consecutive
One Year Breaks in Service.

(B) Notwithstanding any other provision of this
paragraph (c), if a Participant is reemployed by an Employer
or an Affiliate and, as a result, no five consecutive One Year
Breaks in Service occur, the Participant shall not be entitled
to any severance of employment benefit as a result of such
termination of employment; provided, however, that nothing
contained herein shall require or permit the Participant to
return or otherwise have restored to his Employer Contribution

19.
<PAGE> 20
Account any funds distributed to him prior to his reemployment
and the determination that no five consecutive One Year Breaks
in Service would occur.

(4) (A) Notwithstanding any other provision of this
paragraph (c), if at any time a Participant is less than 100%
vested in his Employer Contribution Account and, as a result
of his severance of employment, he receives his entire vested
severance of employment benefit pursuant to the provisions of
Article IX, and the distribution of such benefit is made not
later than the close of the fifth Plan Year following the Plan
Year in which such termination occurs (or such longer period
as may be permitted by the Secretary of the Treasury, through
regulations or otherwise), then upon the occurrence of such
distribution, the non-vested interest of the Participant in
his Employer Contribution Account shall be deemed to be
forfeited and such forfeited amount shall be reallocated,
pursuant to the provisions of paragraph (d) of Article VII, at
the end of the Plan Year immediately following or concurring
with the date such distribution occurs.

(B) If a Participant is not vested as to any
portion of his Employer Contribution Account, he will be
deemed to have received a distribution immediately following
his severance of employment. Upon the occurrence of such
deemed distribution, the non-vested interest of the
Participant in his Employer Contribution Account shall be
deemed to be forfeited and such forfeited amount shall be
reallocated, pursuant to the provisions of paragraph (d) of
Article VII, at the end of the Plan Year immediately following
or concurring with the date such deemed distribution occurs.

(C) If a Participant whose interest is forfeited
under this subparagraph (4) is reemployed by an Employer or an
Affiliate, then such Participant shall have the right to repay
to the Trust, before the date that is the earlier of (1) five
years after the Participant's resumption of employment or (2)
the close of a period of five consecutive One Year Breaks in
Service commencing after his distribution, the full amount of
the severance of employment benefit previously distributed to
him. If the Participant elects to repay such amount to the
Trust within the time periods prescribed herein, or if a non-
vested Participant whose interest was forfeited under this
subparagraph (4) is reemployed by an Employer or an Affiliate
prior to the occurrence of five consecutive One Year Breaks in
Service, the non-vested interest of the Participant previously
forfeited pursuant to the provisions of this subparagraph (4)
shall be restored to the Employer Contribution Account of the
Participant, such restoration to be made from forfeitures of
non-vested interests and, if necessary, by contributions of
his Employer, so that the aggregate of the amounts repaid by
the Participant and restored by the Employer shall not be less
than the Employer Contribution Account balance of the
Participant at the time of forfeiture unadjusted by any
subsequent gains or losses.

20.
<PAGE> 21

(d) DEATH BENEFIT.

(1) In the event of the death of a Participant, and
subject to adjustment as provided in paragraph (d) of Article IX, his
beneficiary shall be entitled to a death benefit in an amount equal to
100% of the balances in his Accounts as of the Valuation Date
immediately preceding or concurring with the date of his death, plus
the death benefits provided by any insurance contract or contracts
purchased and held by the Trustee in excess of the cash value, if any,
thereof included in such balances as of such Valuation Date, and plus
the amount of any contributions to his Rollover Contribution Account
made subsequent to such Valuation Date and not used to purchase
insurance.

(2) Subject to the provisions of subparagraph (3), at any
time and from time to time, each Participant shall have the
unrestricted right to designate a beneficiary to receive his death
benefit and to revoke any such designation. Each designation or
revocation shall be evidenced by written instrument filed with the
Plan Administrator, signed by the Participant and bearing the
signatures of at least two persons as witnesses to his signature. In
the event that a Participant has not designated a beneficiary or
beneficiaries, or if for any reason such designation shall be legally
ineffective, or if such beneficiary or beneficiaries shall predecease
the Participant, then the estate of such Participant shall be deemed
to be the beneficiary designated to receive such death benefit, or if
no personal representative is appointed for the estate of such
Participant, then his next of kin under the statute of descent and
distribution of the state of such Participant's domicile at the date
of his death shall be deemed to be the beneficiary or beneficiaries to
receive such death benefit.

(3) Notwithstanding the foregoing, if the Participant is
married as of the date of his death, the Participant's surviving
spouse shall be deemed to be his designated beneficiary and shall
receive the full amount of the death benefit attributable to the
Participant unless the spouse consents or has consented to the
Participant's designation of another beneficiary. Any such consent to
the designation of another beneficiary must acknowledge the effect of
the consent, must be witnessed by a Plan representative or by a notary
public and shall be effective only with respect to that spouse. A
spouse's consent may be either a restricted consent (which may not be
changed as to the beneficiary or (except as otherwise permitted by
law) form of payment unless the spouse consents to such change in the
manner described herein) or a blanket consent (which acknowledges that
the spouse has the right to limit consent only to a specific
beneficiary or a specific form of payment, and that the spouse
voluntarily elects to relinquish one or both of such rights).
Notwithstanding the preceding provisions of this subparagraph (3), a
Participant shall not be required to obtain a spousal consent if (A)
the Participant is legally separated or the Participant has been
abandoned, and the Participant provides the Administrative Committee
with a court order to such effect, or (B) the spouse cannot be
located.

21.
<PAGE> 22

ARTICLE IX

FORM AND PAYMENT OF BENEFITS

(a) TIME FOR DISTRIBUTION OF BENEFITS.

(1) Except as otherwise provided under this Article IX,
the amount of the benefit to which a Participant is entitled under
paragraphs (a), (b) or (d) of Article VIII shall be paid to him or, in
the case of a death benefit, shall be paid to said Participant's
beneficiary or beneficiaries as provided in paragraph (b) of this
Article IX, beginning as soon as practicable following the
Participant's retirement, disability or death, as the case may be.

(2) Except as otherwise provided under this Article IX,
the amount of the severance of employment benefit to which a
Participant is entitled under paragraph (c) of Article VIII shall be
paid to a Participant as provided in paragraph (b) of this Article IX,
as soon as practicable following the Participant's severance of
employment.

(3) Notwithstanding the provisions of subparagraphs (1)
and (2):

(A) Any distribution paid to a Participant (or,
in the case of a death benefit, to his beneficiary or
beneficiaries) pursuant to subparagraph (1) or (2) shall
commence not later than the earlier of:

(i) the 60th day after the last day of
the Plan Year in which the Participant's employment
is terminated or, if later, in which occurs the
Participant's Normal Retirement Date, or in the case
of a retirement benefit, such later date as the
Participant may request; or

(ii) April 1 of the year immediately
following the calendar year in which he reaches age
70-1/2.

(B) No distribution shall be made of the benefit
to which a Participant is entitled under paragraph (a), (b) or
(c) of Article VIII prior to his Normal Retirement Date unless
the value of his benefit does not exceed $3,500, or unless the
Participant consents to the distribution. In the event that a
Participant does not consent to a distribution of a benefit in
excess of $3,500 to which he is entitled under paragraph (a),
(b) or (c) of Article VIII, the amount of his benefit shall
begin to be paid to the Participant not later than sixty (60)
days after the last day of the Plan Year in which the
Participant reaches his Normal Retirement Date, or in the case
of a retirement benefit, such later date as the Participant
may request.

(b) MANNER OF PAYMENT.

(1) Solely with respect to the retirement benefit
provided under paragraph (a) of Article VIII, the manner of payment
shall be determined by the Participant. The options are:

22.
<PAGE> 23

(A) Option A - Such amount shall be paid or
applied in annual installments as nearly equal as practicable;
provided, however, that no annual payment shall be less than
$100; and provided, further, that the Participant may elect to
accelerate the payment of any part or all of the unpaid
installments or to provide that the unpaid balance shall be
used for the benefit of the Participant under Option B. In
the event this option is selected, the portion of the account
of a Participant that is not needed to make annual payments
during the then current Plan Year shall remain a part of the
Trust Fund under Article VII and shall participate in the net
increase or net decrease in the value of said Trust Fund as
provided therein. In no event shall payments under this
Option A extend beyond the life expectancy of the Participant
or the joint life expectancy of the Participant and his
designated beneficiary. If the Participant dies before
receiving the entire amount payable to him, the balance shall
be paid in a lump sum to his designated beneficiary as
specified in paragraph (d) of Article VIII.

(B) Option B - Such amount shall be paid in a
lump sum.

(2) With respect to all benefits other than a retirement
benefit, the benefit shall be paid in a lump sum.

(3) The Participant (or his spouse) shall be permitted to
elect whether life expectancies will be recalculated for purposes of
distributions hereunder. Such election must be made by the
Participant (or his spouse) no later than the date that distributions
are required to commence pursuant to Section 401(a)(9) of the Code.
If the Participant (or his spouse) fails to make such election, life
expectancies shall not be recalculated.

(4) Notwithstanding the foregoing, payments under any of
the options described in this paragraph shall satisfy the incidental
death benefit requirements and all other applicable provisions of
Section 401(a)(9) of the Code, the regulations issued thereunder
(including Prop. Reg. Section 1.401(a)(9)-2), and such other rules
thereunder as may be prescribed by the Commissioner.

(c) LUMP SUM PAYMENT. Notwithstanding the provisions of
paragraphs (a) and (b) of this Article IX, any benefit provided under this Plan
that is not more than $3,500 shall be paid in the form of a lump sum.

(d) PERIODIC ADJUSTMENTS. To the extent the balance of a
Participant's Account has not been distributed and remains in the Plan as of a
Valuation Date and notwithstanding anything contained in the Plan to the
contrary, the value of such remaining balance shall be subject to adjustment
pursuant to the provisions of Article VII.

(e) DISTRIBUTION ELECTIONS BEFORE JANUARY 1, 1984. To the extent
permitted by the Code and other applicable law, the provisions of this Article
IX shall not apply to the distribution of any portion of the balance of a
Participant's Account that is subject to a designation made by the

23.
<PAGE> 24

Participant prior to January 1, 1984, if such designation was accepted by the
Plan Administrator and met the requirements of applicable law on December 31,
1983.

(f) DIRECT ROLLOVER DISTRIBUTIONS.

(1) Notwithstanding any provision of this Plan to the
contrary that would otherwise limit a Distributee's election under
this Article XIV, a Distributee may elect, at the time and in the
manner prescribed by the Plan Administrator, to have all or any
portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct
Rollover. In the event that a Distributee elects to have only a
portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan, the portion must not be less than $500
(adjusted under such regulations as may be issued from time to time by
the Secretary of the Treasury).

(2) For purposes of this paragraph (f):

(A) "Direct Rollover" shall mean a payment by the
Plan to the Eligible Retirement Plan specified by the
Distributee.

(B) "Distributee" shall mean

(i) a Participant, or former
Participant, who is entitled to benefits payable as a
result of his retirement, disability or other
severance of employment as provided in Article VIII;

(ii) a Participant's, or former
Participant's, surviving spouse who is entitled to
death benefits payable pursuant to paragraph (d) of
Article VIII; and

(iii) a Participant's, or former
Participant's, spouse or former spouse who is the
alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code,
entitled to benefits payable as provided by paragraph
(b)(2) of Article XV.

(C) "Eligible Retirement Plan" shall mean an
individual retirement account described in Section 408(a) of
the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in
Section 401(a) of the Code that will accept a Distributee's
Eligible Rollover Distribution; provided, however, that in the
case of an Eligible Rollover Distribution to a Participant's,
or former Participant's, surviving spouse who is entitled to
death benefits payable pursuant to paragraph (d) of Article
VIII, an Eligible Retirement Plan shall mean only an
individual retirement account described in Section 408(a) of
the Code or an individual retirement annuity described in
Section 408(b) of the Code.

24.
<PAGE> 25

(D) "Eligible Rollover Distribution" shall mean
any distribution of all or any portion of the balance to the
credit of a Distributee, other than:

(i) any distribution made under the
provisions of paragraph (b)(1)(A) of Article IX that
is one of a series of substantially equal periodic
payments made for a specified period of ten years or
more;

(ii) any distribution to the extent that
such distribution is required under Section 410(a)(9)
of the Code; and

(iii) the portion of any distribution that is
not includable in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities).

Notwithstanding the preceding provisions of this subparagraph
(D), an Eligible Rollover Distribution shall not include one
or more distributions during a Plan Year if the aggregate
amount distributed during the Plan Year is less than $200
(adjusted under such regulations as may be issued from time to
time by the Secretary of the Treasury).

ARTICLE X

DESIGNATED INVESTMENTS

(a) SELECTION OF INVESTMENT FUNDS. The Plan Administrator shall
select four or more mutual funds to be available to Participants for the
investment of their Accounts. The available funds shall include at least one
fund meeting the description below for Fund A, at least one fund meeting the
description below for Fund B, at least one fund meeting the description below
for Fund C, and at least one fund meeting the description below for Fund D:

(1) Fund A - a money market fund or short-term income
fund, which shall consist of commercial paper, U.S. Government or
federal agency obligations, short term corporate obligations, bank
certificates of deposit and/or other types of similar short maturity
investments;

(2) Fund B - an income fund, which fund may consist of
United States treasury and agency bonds, notes and bills, corporate
bonds, fixed rate annuity contracts (provided, however, that no such
annuity contract shall be deemed to permit any Participant to receive
any benefit under this Plan in the form of a life annuity), mortgages,
savings accounts or comparable investments;

(3) Fund C - an equity fund, which shall consist of
common stock and other equity investments;

25.
<PAGE> 26
(4) Fund D - an international fund, which shall consist
of equity securities and/or fixed income securities issued outside of
the United States.

In addition to the foregoing mutual or collective fund offerings, each
Participant shall also be given an election to designate that all or a portion
of the funds in his Accounts are to be invested in an employer stock fund,
which shall invest primarily in the Company's common stock; provided, however,
that the Agreement of Trust that provides for custody of such fund shall permit
the Trustee thereof to invest such funds, or any part thereof, in other
investments; and provided, further, that no amount shall be invested in the
Company's common stock until all securities registration requirements
applicable to either the Company's common stock or the Plan have been complied
with. Notwithstanding the foregoing, with respect to investments in existing
mutual or collective fund offerings, no Participant may direct more than 10% of
the amounts allocated to his Accounts at the time of the direction be invested
in the employer stock fund and, with respect to future contributions, no
Participant may direct more than 10% of the contributions allocated to his
Accounts for any Plan Year be invested in the employer stock fund.

(b) ELECTION PROCEDURE. The election described in paragraph (a)
shall be made in writing on such forms as may be approved by the Plan
Administrator, with the Participant designating the percentage of the funds
held in his Accounts that are to be allocated to the various fund offerings;
provided, that such designations shall be in increments of 5% only and may be
changed no more than once in any quarter (and only during such period during
the quarter as may be determined by the Plan Administrator) by written notice
to the Administrator; and, provided further, that the percentage to be
allocated to the various fund offerings shall be the same for each Account of a
Participant. Funds in a Participant's Accounts that are not specifically
elected to be invested in the fund offerings (including those situations where
a Participant fails to make any election at all) shall be invested by the
Trustee in accordance with the general provisions of Article V of the Agreement
and Declaration of Trust.

(c) INVESTMENT OF FUNDS WHERE NO ELECTION IS MADE. Any
unallocated funds in the Trust shall be deemed part of the general fund and
shall be invested by the Trustee in accordance with the general provisions of
Article V of the Agreement and the Declaration of Trust.

ARTICLE XI

IN-SERVICE WITHDRAWALS

(a) HARDSHIP WITHDRAWALS. Notwithstanding the provisions of
Article IX and any other provisions of this Plan to the contrary, if a
Participant incurs a Hardship, he may apply to the Administrator for the
withdrawal of all or a portion of the vested balance in his Accounts, the total
amount not to be in excess of the amount of such Hardship. If the
Administrator approves a Hardship withdrawal, it shall direct the Trustee to
distribute to the Participant the amount so approved. The Administrator, in
its absolute discretion, shall determine whether or not the Participant has
incurred a Hardship and shall determine the amount of such Hardship (or a
lesser amount, if any, to be distributed to the Participant) pursuant to the
provision of paragraph (b) below.

26.
<PAGE> 27

(b) DEFINITION. "Hardship," for purposes of this Article XI,
shall mean an immediate and substantial financial need of the Participant that
cannot readily be met by other financial resources to the Participant. As
determined in the Administrator's discretion, which shall be exercised in a
uniform and non-discriminatory manner, such financial need may include (1)
expenses of medical care of the Participant or a member of his family that
cannot be met by other financial resources, (2) expenditures committed prior to
a change in the Participant's financial situation that makes it not possible to
satisfy such obligations with available resources, and (3) other similar
situations of financial Hardship. Such financial need shall not include
expenses related to the purchase or repair of the principal residence of the
Participant or expense related to the education of a member of the
Participant's family, except as such expenses may come within the provisions of
subparagraph (2) above.

(c) ADJUSTMENTS TO ACCOUNTS. Any distribution that is provided
pursuant to the provisions of this Article XI shall, in accordance with the
provisions of Article VII, reduce the balances of the affected Accounts of the
Participant. If the distribution should occur between the last Valuation Date
immediately prior to the retirement, death, disability or other separation from
service of a Participant and the date of such termination of service, than,
notwithstanding any other provision of Article VIII to the contrary, the
benefits otherwise payable upon the retirement, disability, death or severance
of employment of a Participant shall be reduced by the amount of such
distribution.

ARTICLE XII

TRUST FUND

The Trust Fund shall be held by Jack P. Wissman and Cynthia S. Jetmore
as Trustee, or by a successor trustee or trustees, for use in accordance with
the Plan under the Agreement and Declaration of Trust. The Agreement and
Declaration of Trust may from time to time be amended in the manner therein
provided. Similarly, the Trustee may be changed from time to time in the
manner provided in the Agreement and Declaration of Trust.

ARTICLE XIII

EXPENSES OF ADMINISTRATION OF THE PLAN AND THE TRUST FUND

The Company shall bear all expenses of implementing this Plan and the
Trust. For its services, any corporate trustee shall be entitled to receive
reasonable compensation in accordance with its rate schedule in effect from
time to time for the handling of a retirement trust. Any individual Trustee
shall be entitled to such compensation as shall be arranged between the Company
and the Trustee by separate instrument; provided, however, that no person who
is already receiving full-time pay from any Employer or any Affiliate shall
receive compensation from the Trust Fund (except for the reimbursement of
expenses properly and actually incurred). The Company may pay all expenses of
the administration of the Trust Fund, including the Trustee's compensation, the
com-

27.
<PAGE> 28

pensation of any investment manager, the expense incurred by the Plan
Administrator in discharging its duties, all income or other taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon or
in respect of the Trust Fund, and any interest that may be payable on money
borrowed by the Trustee for the purpose of the Trust and any Employer may pay
such expenses as relate to Participants employed by such Employer. Any such
payment by the Company or an Employer shall not be deemed a contribution to
this Plan. Such expenses shall be paid out of the assets of the Trust Fund
unless paid or provided for by the Company or another Employer.
Notwithstanding anything contained herein to the contrary, no excise tax or
other liability imposed upon the Trustee, the Plan Administrator or any other
person for failure to comply with the provisions of any federal law shall be
subject to payment or reimbursement from the assets of the Trust.

ARTICLE XIV

AMENDMENT AND TERMINATION

(a) RESTRICTIONS ON AMENDMENT AND TERMINATION OF THE PLAN. It is
the present intention of the Company to maintain the Plan set forth herein
indefinitely. Nevertheless, the Company specifically reserves to itself the
right at any time and from time to time to amend or terminate this Plan in
whole or in part; provided, however, that no such amendment:

(1) shall have the effect of vesting in any Employer,
directly or indirectly, any interest, ownership or control in any of
the present or subsequent funds held subject to the terms of the
Trust;

(2) shall cause or permit any property held subject to
the terms of the Trust to be diverted to purposes other than the
exclusive benefit of the Participants and their beneficiaries or for
the administrative expenses of the Plan Administrator and the Trust;

(3) shall reduce any vested interest of a Participant on
the later of the date the amendment is adopted or the date the
amendment is effective, except as permitted by law;

(4) shall reduce the Accounts of any Participant;

(5) shall amend any vesting schedule with respect to any
Participant who has at least three Years of Service at the end of the
election period described below, except as permitted by law, unless
each such Participant shall have the right to elect to have the
vesting schedule in effect prior to such amendment apply with respect
to him, such election, if any, to be made during the period beginning
not later than the date the amendment is adopted and ending no earlier
than sixty (60) days after the latest of the date the amendment is
adopted, the amendment becomes effective or the Participant is issued
written notice of the amendment by his Employer or the Plan
Administrator; or

28.
<PAGE> 29

(6) shall increase the duties or liabilities of the
Trustee without its written consent.

(b) AMENDMENT OF PLAN. Subject to the limitations stated in
paragraph (a), the Company shall have the power to amend this Plan in any
manner that it deems desirable, and, not in limitation but in amplification of
the foregoing, it shall have the right to change or modify the method of
allocation of contributions hereunder, to change any provision relating to the
administration of this Plan and to change any provision relating to the
distribution or payment, or both, of any of the assets of the Trust.

(c) TERMINATION OF PLAN. Any Employer, in its sole and absolute
discretion, may permanently discontinue making contributions under this Plan or
may terminate this Plan and the Trust (with respect to all Employers if it is
the Company, or with respect to itself alone if it is an Employer other than
the Company), completely or partially, at any time without any liability
whatsoever for such permanent discontinuance or complete or partial
termination. In any of such events, the affected Participants, notwithstanding
any other provisions of this Plan, shall have fully vested interests in the
amounts credited to their respective Accounts at the time of such complete or
partial termination of this Plan and the Trust or permanent discontinuance of
contributions. All such vested interests shall be nonforfeitable.

(d) METHOD OF DISCONTINUANCE. In the event an Employer decides to
permanently discontinue making contributions, such decision shall be evidenced
by an appropriate resolution of its Board and a certified copy of such
resolution shall be delivered to the Plan Administrator and the Trustee. All
of the assets in the Trust Fund belonging to the affected Participants on the
date of discontinuance specified in such resolutions shall, aside from becoming
fully vested as provided in paragraph (c), be held, administered and
distributed by the Trustee in the manner provided under this Plan. In the
event of a permanent discontinuance of contributions without such formal
documentation, full vesting of the interests of the affected Participants in
the amounts credited to their respective Accounts will occur on the last day of
the year in which a substantial contribution is made to the Trust.

(e) METHOD OF TERMINATION.

(1) In the event an Employer decides to terminate this
Plan and the Trust, such decision shall be evidenced by an appropriate
resolution of its Board and a certified copy of such resolution shall
be delivered to the Plan Administrator and the Trustee. After payment
of all expenses and proportional adjustments of individual accounts to
reflect such expenses and other changes in the value of the Trust Fund
as of the date of termination, each affected Participant or the
beneficiary of any such Participant shall be entitled to receive, in a
lump sum, any amount then credited to his Accounts.

(2) At the election of the Participant, the Plan
Administrator may transfer the amount of any Participant's
distribution under this paragraph (e) to the trustee of another
qualified plan or the trustee of an individual retirement account or
individual retirement

29.
<PAGE> 30

annuity instead of distributing such amount to the Participant. Any
such election by a Participant shall be in writing and filed with the
Plan Administrator.

ARTICLE XV

MISCELLANEOUS

(a) MERGER OR CONSOLIDATION. This Plan and the Trust may not be
merged or consolidated with, and the assets or liabilities of this Plan and the
Trust may not be transferred to, any other plan or trust unless each
Participant would receive a benefit immediately after the merger, consolidation
or transfer, if the plan and trust then terminated, that is equal to or greater
than the benefit the Participant would have received immediately before the
merger, consolidation or transfer if this Plan and the Trust had then
terminated.

(b) ALIENATION.

(1) Except as provided in subparagraph (2), no
Participant or beneficiary of a Participant shall have any right to
assign, transfer, appropriate, encumber, commute, anticipate or
otherwise alienate his interest in this Plan or the Trust or any
payments to be made thereunder; no benefits, payments, rights or
interests of a Participant or beneficiary of a Participant of any kind
or nature shall be in any way subject to legal process to levy upon,
garnish or attach the same for payment of any claim against the
Participant or beneficiary of a Participant; and no Participant or
beneficiary of a Participant shall have any right of any kind
whatsoever with respect to the Trust, or any estate or interest
therein, or with respect to any other property or right, other than
the right to receive such distributions as are lawfully made out of
the Trust, as and when the same respectively are due and payable under
the terms of this Plan and the Trust.

(2) Notwithstanding the provisions of subparagraph (1),
the Plan Administrator shall direct the Trustee to make payments
pursuant to a Qualified Domestic Relations Order as defined in Section
414(p) of the Code. The Plan Administrator shall establish procedures
consistent with Section 414(p) of the Code to determine if any order
received by the Plan Administrator or any other fiduciary of the Plan
is a Qualified Domestic Relations Order.

(c) GOVERNING LAW. This Plan shall be administered, construed and
enforced according to the laws of the State of Florida, except to the extent
such laws have been expressly preempted by federal law.

(d) ACTION BY EMPLOYER. Whenever the Company or another Employer
under the terms of this Plan is permitted or required to do or perform any act,
it shall be done and performed by the Board of Directors of the Company or such
other Employer and shall be evidenced by proper resolution of such Board of
Directors certified by the Secretary or Assistant Secretary of the Company or
such other Employer.

30.
<PAGE> 31
(e) ALTERNATIVE ACTIONS. In the event it becomes impossible for
the Company, another Employer, the Plan Administrator or the Trustee to perform
any act required by this Plan, then the Company, such other Employer, the Plan
Administrator or the Trustee, as the case may be, may perform such alternative
act that most nearly carries out the intent and purpose of this Plan.

(f) GENDER. Throughout this Plan, and whenever appropriate, the
masculine gender shall be deemed to include the feminine and neuter; the
singular, the plural; and vice versa.

ARTICLE XVI

LOANS TO PARTICIPANTS

(a) AVAILABILITY OF LOANS.

(1) The Plan Administrator, in accordance with its
uniform nondiscriminatory policy, may direct the Trustee, upon
application of a Participant who is actively employed by an Employer,
to make a loan to such Participant out of his Accounts as a designated
investment by such Participant.

(2) Unless otherwise directed by the Administrator, Jack
Wissman in Tampa, Florida shall act as agent of the Administrator for
purposes of the loan program and shall be authorized to coordinate the
loan program set forth herein on behalf of the Administrator.
Applications shall be submitted to such person on forms obtained from
such person.

(3) The amount advanced, when added to the outstanding
balance of all other loans to the Participant from this Plan or any
other qualified retirement plan adopted by the Participant's Employer
or an Affiliate, may not exceed the lesser of:

(A) $50,000, reduced by the excess, if any, of:

(i) the Participant's highest aggregate
outstanding balance of all loans from the Plan (or
any other qualified retirement plan adopted by the
Participant's Employer or an Affiliate) during the
one (1) year period ending on the day before the date
on which the loan is made, over

(ii) the aggregate outstanding balance of
all loans from the Plan (or any other qualified
retirement plan adopted by the Participant's Employer
or an Affiliate) on the date on which the loan is
made; or

(B) 50% of the vested aggregate balances of the
Participant's Accounts.

(4) The minimum amount that may be borrowed by the
Participant shall be $500.

31.
<PAGE> 32
(5) A Participant may have only one loan outstanding at
any one time; and a Participant may obtain only one loan in any one
twelve-month period.

(6) Notwithstanding the foregoing, no Participant shall
be entitled to borrow an amount that the Plan Administrator determines
could not be adequately secured by the portion of such Participant's
Accounts that is permitted to be held as security pursuant to
applicable Department of Labor Regulations.

(7) Each loan shall be secured by 50% of the vested
interest of the Participant in his Accounts. The Administrator shall
not accept any other form of security.

(b) TIME AND MANNER OF REPAYMENT. Any loan made under this
Article shall be repayable to the Trust at such times and in such manner as may
be provided by the Administrator, subject to the following limitations:

(1) The Administrator may, but is not obligated to,
require each Participant to agree to have each required loan payment
deducted from his pay and remitted to the Trustee.

(2) Each loan shall bear interest at a reasonable rate
and shall provide for substantially level amortization of principal
and interest no less frequently than quarterly. The interest rate
charged shall be comparable to the rate charged by commercial lending
institutions in the region in which the Employer is located for
comparable loans as determined by the Plan Administrator at the time
the loan is approved.

(3) Each loan shall be repaid within a specified period
of time. Such period shall not exceed (5) years, unless the loan is
used to acquire the principal residence of the Participant.

(c) DEFAULT. In the event of default, the Trustee, at the
direction of the Administrator, may proceed to collect said loan with any legal
remedy available, including reducing the amount of any distribution permitted
under Articles VIII and IX by the amount of any such loan that may be due and
owing as of the date of distribution or any other action that may be permitted
by law. "Events of Default" shall include any failure to make a payment of
principal or interest attributable to the loan when due; failure to perform or
to comply with any obligations imposed by any agreement executed by the
Borrower securing his loan obligation; and any other conditions or requirements
set forth within a promissory note or security agreement that may be required
in order to ensure that the terms of the loan are consistent with commercially
reasonable practices.

32.

<PAGE> 1
EXHIBIT 10.4

LAMALIE ASSOCIATES, INC.

1997 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE 1

PURPOSE

The purpose of the Lamalie Associates, Inc. 1997 Employee Stock
Purchase Plan (the "Plan") is to provide employees of Lamalie Associates, Inc.
(the "Company") and its subsidiaries with an opportunity to acquire a
proprietary interest in the Company through the purchase of authorized but
unissued shares of common stock of the Company or issued shares acquired by the
Company or its subsidiaries on the open market or otherwise (the "Common
Stock"). It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"), and the regulations promulgated thereunder.
The provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that
section of the Code.

ARTICLE 2

DEFINITIONS

The following words and terms as used herein shall have that meaning
set forth therefor in this Article 2 unless a different meaning is clearly
required by the context. Whenever appropriate, words used in the singular
shall be deemed to include the plural and vice versa, and the masculine gender
shall be deemed to include the feminine gender.

2.1 "ACCOUNT" shall mean the payroll deduction account maintained
for an electing Eligible Employee as provided in Article 7.

2.2 "BOARD" or "BOARD OF DIRECTORS" shall mean the Board of
Directors of the Company.

2.3 "CODE" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time, or any successor statute. References to a
specified section of the Code shall include a reference to any successor
provision.

2.4 "COMMITTEE" is defined in Section 3.1.

2.5 "COMMON STOCK" shall mean the common stock of the Company.
<PAGE> 2

2.6 "COMPANY" shall mean Lamalie Associates, Inc. and its
successors.

2.7 "COMPENSATION" shall mean an Eligible Employee's regular
salary and wages, overtime pay, bonuses and commissions (in all cases, before
any reduction for elective contributions to any Code Section 401(k) or Code
Section 125 Plan), but does not include credits or benefits under the Plan, or
any amount contributed by the Company to any pension, profit sharing or
employee stock ownership plan, or any employee welfare, life insurance or
health insurance plan or arrangement, or any deferred compensation plan or
arrangement.

2.8 "ELIGIBLE EMPLOYEE" shall mean any individual employed by the
Company or any Subsidiary who meets the eligibility requirements of Article 4.

2.9 "FAIR MARKET VALUE" of the shares of Common Stock shall mean
the closing price, on the date in question (or, if no shares are traded on such
day, on the next preceding day on which shares were traded), of the Common
Stock as reported on the Composite Tape, or if not reported thereon, then such
price as reported in the trading reports of the principal securities exchange
in the United States on which such stock is listed, or if such stock is not
listed on a securities exchange in the United States, the mean between the
dealer closing "bid" and "ask" prices on the over-the- counter market as
reported by the National Association of Security Dealers Automated Quotation
System (NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ, the fair
market value of such stock as determined by the Committee in good faith and
based on all relevant factors.

2.10 "OFFERING PERIOD" is defined in Section 5.1.

2.11 "PURCHASE DOCUMENTS" is defined in Section 6.1.

2.12 "PURCHASE PRICE" is defined in Section 5.2.

2.13 "PLAN" shall mean the Lamalie Associates, Inc. 1997 Employee
Stock Purchase Plan, as set forth herein and as amended from time to time.

2.14 "SUBSIDIARY" shall mean any corporation that at the time
qualifies as a subsidiary of the Company under the definition of "subsidiary
corporation" contained in Section 424(f) of the Code.

ARTICLE 3

ADMINISTRATION

3.1 COMMITTEE. This Plan shall be administered by a committee
appointed by the Board of Directors (the "Committee"). The Committee shall
consist of not less than two (2) nor more than five (5) persons, each of whom
shall be a member of the Board, and none of whom shall be eligible to
participate under the Plan. The Board of Directors may from time to time
remove members from, or add members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board of Directors.

2
<PAGE> 3

3.2 ORGANIZATION. The Committee shall select one of its members
as chairman, and shall hold meetings at such time and places as it may
determine. The acts of a majority of the Committee at which a quorum is
present, or acts reduced to or approved in writing by a majority of the members
of the Committee, shall be valid acts of the Committee.

3.3 POWER AND AUTHORITY. Subject to the provisions of the Plan,
the Committee shall have full authority, in its discretion: (a) to determine
the employees of the Company and its Subsidiaries who are eligible to
participate in the Plan; (b) to determine the purchase price of the shares of
Common Stock being offered; and (c) to interpret the Plan, and to prescribe,
amend and rescind rules and regulations with respect thereto. The
interpretation and construction by the Committee of any provision of the Plan
over which it has discretionary authority shall be final and conclusive. All
actions and policies of the Committee shall be consistent with the
qualification of the Plan at all times as an employee stock purchase plan under
Section 423 of the Code.

3.4 INDEMNIFICATION. To the fullest extent permitted by law, each
person who is or shall have been a member of the Committee shall be indemnified
and held harmless by the Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or her, provided that the person shall
give the Company an opportunity, at its own expense, to handle and defend the
same before the person undertakes to handle and defend it on his or her own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.

ARTICLE 4

EMPLOYEES ELIGIBLE TO PARTICIPATE

4.1 GENERAL RULE. Any person, including any officer but not a
person who is solely a director, who is in the employment of the Company or any
Subsidiary on the first day of an Offering Period is eligible to participate in
the Plan with respect to that Offering Period, except: (a) a person who has
been employed less than one year; (b) a person whose customary employment is 20
hours or less per week; and (c) a person whose customary employment is for not
more than five months in any calendar year. The Committee shall have the sole
power to determine who is and who is not an Eligible Employee.

4.2 SPECIAL RULES. Notwithstanding any provision of the Plan to
the contrary, no employee shall be eligible to subscribe for any shares of
Common Stock under the Plan if:

4.2.1 immediately after the subscription, the employee
would own stock and/or hold outstanding options to purchase stock, possessing
5% or more of the total combined voting power

3
<PAGE> 4

or value of all classes of stock of the Company or of any Subsidiary (as
determined in accordance with the provisions of Section 423(b)(3) of the Code);

4.2.2 the subscription would permit the employee's rights
to purchase shares under all stock purchase plans of the Company and its parent
and subsidiary corporations to accrue at a rate that exceeds $25,000 of fair
market value of such shares (determined at the time such right to subscribe
accrues) for each calendar year in which such right to subscribe is outstanding
at any time;

4.2.3 the subscription is otherwise prohibited by law; or

4.2.4 the employee's employment is terminated for any
reason prior to the time revocation or cancellation of participation in an
offering is prohibited under Section 6.2.

ARTICLE 5

OFFERS

5.1 OFFERING PERIODS. There shall be twenty-one (21) offering
periods under the Plan: the first offering period shall commence on the
closing of the initial public offering for the Common Stock and shall conclude
45 days after such closing; thereafter, separate offering periods shall
commence on the fifteenth days of January and July and conclude on the
fourteenth days of February and August, respectively, in each of the years 1998
to 2007, inclusive (each an "Offering Period"). Except for the maximum number
of shares of Common Stock to be offered under the Plan, except for a lack of
available shares of Common Stock, and except for the limitation on the number
of shares of Common Stock for which each Eligible Employee may subscribe, there
shall be no limit on the aggregate number of shares of Common Stock for which
subscriptions may be made with respect to any particular Offering Period. The
right of an Eligible Employee to subscribe for shares of Common Stock in an
Offering Period shall not be deemed to accrue until the first day of that
Offering Period.

5.2 PRICE. The purchase price per share of Common Stock for an
Offering Period shall be 85% of the fair market value of the Shares on the last
day immediately preceding the first day of the Offering Period (the "Purchase
Price"); provided, however, that with respect to the first offering period, the
purchase price per share shall be 85% of the lesser of (a) the fair market
value of the Common Stock on the last day immediately preceding the first day
of the offering period or (b) the fair market value of the Common Stock on the
last day immediately preceding the last day of the offering period.

5.3 NUMBER OF SHARES TO BE OFFERED.

5.3.1 The maximum number of shares of Common Stock that may
be offered under the Plan is 200,000.

5.3.2 During each Offering Period, an Eligible Employee
shall be entitled to subscribe for a total number of shares of Common Stock
equal to 3% of the employee's Compensation for the preceding calendar year
divided by the Purchase Price. For example, if the

4
<PAGE> 5

Purchase Price of the shares is $10, an Eligible Employee who receives
Compensation of $30,000 would be able to subscribe for 90 shares ($30,000 x 3%
= $900/$10 = 90). However, no Eligible Employee shall be entitled to subscribe
for fewer than ten (10) shares during an Offering Period.

5.3.3 Subscriptions shall be allowed for full shares only.
Any rights to subscribe for fractional shares shall be void; and any
computation relating to fractional shares shall be rounded down to the next
lowest whole number of shares.

5.3.4 If with respect to an Offering Period the available
shares are oversubscribed, the aggregate of the subscriptions allowable under
Section 5.3.2 shall be reduced to such lower figure as may be necessary to
eliminate the oversubscription. Such reduction shall be effected on a
proportionate basis as equitably as possible; but in no event shall such
reduction result in a subscription for fractional shares. In the event of an
oversubscription and cutback as provided in this Section 5.3.4, the Company
will refund to the participating Eligible Employees any excess payment for
subscribed Shares as soon as practicable after the end of the Offering Period.

ARTICLE 6

PARTICIPATION AND PAYMENT

6.1 ELECTION TO PARTICIPATE. An Eligible Employee may become a
participant in an offering: (a) by completing a subscription agreement,
indicating the number of shares of Common Stock to be purchased, and such other
documents as the Company may require (the "Purchase Documents"); and (b) by
tendering the Purchase Documents and cash or a check (payable in U.S. funds)
for the full subscription price (less the amount to be withdrawn from such
Eligible Employee's Account pursuant to Section 7.3) to the Secretary of the
Company (or such other person as may be designated by the Committee) at any
time during the offering. With respect to the first offering period, the
Eligible Employee shall tender an amount equal to the purchase price based on
the fair market value of the stock as of the beginning of the offering period.
If the final purchase price is less, the Company shall refund the excess amount
to the Eligible Employee as soon as practicable after the close of the offering
period. Purchase Documents and cash or check received by the Secretary of the
Company (or other designated person) before or after the offering shall be void
and shall be given no effect with respect to the offering; and the Secretary
shall return such documents and cash or check to the involved employee as soon
as practicable after receipt.

6.2 NO REVOCATION OF ELECTION. No election to participate in an
offering may be revoked or canceled by an Eligible Employee once the Purchase
Documents and full payment have been tendered to the Company; provided,
however, that with respect to the first offering period, an Eligible Employee
may revoke his election to participate in the offering by providing written
notice thereof to the Secretary of the Company (or other designated person) on
or before the last day of such offering period. Such revocation may be with
respect to all or less than all of the shares of Common Stock originally
elected to be purchased. In the event of any such revocation, the Company
shall refund to such Eligible Employee, as soon as practicable after such
revocation, the amount previously tendered for the shares to which the
revocation relates.

5
<PAGE> 6

6.3 NO INTEREST. No interest shall be payable on the purchase
price of the shares of Common Stock subscribed for or on the funds returned to
employees as a result of an oversubscription or an overpayment, pursuant to
Section 6.1 for early or late delivery, or pursuant to Section 6.2 after a
revocation.

6.4 DELIVERY OF CERTIFICATES REPRESENTING SHARES.

6.4.1 As soon as practicable after the completion of each
offering, the Company shall deliver or cause to be delivered to each
participating employee a certificate or certificates representing the shares of
Common Stock purchased in the offering.

6.4.2 Certificates representing shares of Common Stock to
be delivered to a participating employee under the Plan will be registered in
the name of the participating employee, or if the participating employee so
directs, by written notice to the Company prior to the termination date of the
pertinent offering, and to the extent permitted by applicable law, in the names
of the participating employee and one such other person as may be designated by
the participating employee, as joint tenants with rights of survivorship.

6.5 RIGHTS AS STOCKHOLDER. No participating employee shall have
any right as a stockholder of the Company until after the completion of the
offering in which the employee participated and the date on which the employee
becomes a record owner of the shares purchased under the Plan (the "record
ownership date"). No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions,
or other rights for which the record date is prior to the record ownership
date.

6.6 TERMINATION OF EMPLOYMENT. An employee whose employment is
terminated for any reason shall have no right to participate in the Plan after
termination. However, the termination shall not affect any election to
participate in the Plan that is made prior to termination in accordance with
the provisions of Section 6.1.

6.7 RIGHTS NOT TRANSFERABLE. The right of an Eligible Employee to
participate in the Plan shall not be transferable by the employee, and no right
of an Eligible Employee under this Plan may be exercised after his death, by
his Personal Representative or anyone else, or during his lifetime by any
person other than the Eligible Employee.

ARTICLE 7

PAYROLL DEDUCTION

7.1 ELECTION OF PAYROLL DEDUCTION. As permitted in the discretion
of the Committee from time to time, each Eligible Employee may elect (on such
form as may be provided from time to time by the Company) to have a portion of
the employee's Compensation deducted from each paycheck (or, if the Company so
permits, from only the first paycheck in each month), which amounts shall not
exceed in the aggregate such amount as determined by the Committee from time to
time. An Eligible Employee may change the amount to be withheld from time to
time in accordance with rules

6
<PAGE> 7

established by the Committee, which rules may include, among other things,
limitations on the number of times changes are permitted and when changes are
permitted. A change shall be effective no earlier than the first full payroll
period following receipt of the new form by the Committee. The Committee may,
however, on a uniform and non-discriminatory basis delay the effective date of
a change if it determines that such a delay is either necessary or appropriate
for the proper administration of the Plan.

7.2 MAINTENANCE OF ACCOUNTS. A separate Account shall be
maintained for each Eligible Employee who has amounts withheld from the
employee's Compensation under this Article 7. The maintenance of separate
Accounts shall not require the segregation of any assets from any other assets
held under this Article 7. The Accounts shall not bear interest. Each Account
shall be adjusted from time to time to reflect the amounts withheld from the
Compensation of the Eligible Employee to whom the Account relates, the amounts
withdrawn by such Eligible Employee for purchases of Common Stock under the
Plan, and for other amounts withdrawn by such Eligible Employee from the
Account.

7.3 USE OF ACCOUNTS TO PURCHASE COMMON STOCK. At the time that an
Eligible Employee elects to participate in an offering under Section 6.1, the
Eligible Employee may elect to have a specified amount from his Account (up to
the whole amount thereof) used to pay all or a portion of the purchase price.

7.4 OTHER USE OF ACCOUNTS. At any time that a person is no longer
an employee (including by reason of death) or an Eligible Employee, the balance
in such person's Account shall be paid to such person or his legal
representative. In addition, the Committee may also permit the complete
withdrawal of the amounts in an Account under such uniform and
non-discriminatory conditions as it may impose from to time to time (including,
without limitation, not permitting the Eligible Employee making such withdrawal
from again electing payroll deductions for a specified period of time). Except
as otherwise provided in Section 7.3 and this Section 7.4, an Eligible Employee
shall not withdraw any amount from his Account, in whole or in part.

ARTICLE 8

MISCELLANEOUS

8.1 STOCK ADJUSTMENTS.

8.1.1 In the event of any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split or other
division or consolidation of shares or the payment of a stock dividend (but
only on Common Stock) or any other increase or decrease in the number of such
shares of Common Stock effected without any receipt of consideration by the
Company, then, in any such event, the number of shares of Common Stock that
remain available under the Plan, and the number of shares of Common Stock and
the purchase price per share of Common Stock then subject to subscription by
Eligible Employees, shall be proportionately and appropriately adjusted for any
such increase or decrease.

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<PAGE> 8

8.1.2 Subject to any required action by the stockholders,
if any change occurs in the Common Stock by reason of any recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or of any similar change affecting Common Stock, then, in any such
event, the number and type of shares then subject to subscription by Eligible
Employees, and the purchase price thereof, shall be proportionately and
appropriately adjusted for any such change.

8.1.3 In the event of a change in the Common Stock as
presently constituted that is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any change shall be deemed to
be Common Stock within the meaning of the Plan.

8.1.4 To the extent that the foregoing adjustments relate
to stock or securities of the Company, such adjustments shall be made by, and
in the discretion of, the Committee, whose determination in that respect shall
be final, binding and conclusive.

8.1.5 Except as hereinabove expressly provided in this
Section 8.1, an Eligible Employee shall have no rights by reason of any
division or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of
stock of any class or by reason of any dissolution, liquidation, merger or
consolidation, or spin-off of assets or stock of another corporation; and any
issuance by the Company of shares of stock of any class, securities convertible
into shares of stock of any class, or warrants or options for shares of stock
of any class shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to
any subscription.

8.1.6 The existence of the Plan, and any subscription for
shares of Common Stock hereunder, shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or to consolidate, or
to dissolve, to liquidate, to sell, or to transfer all or any part of its
business or assets.

8.2 LISTING AND REGISTRATION OF COMMON STOCK. If at any time the
Board of Directors shall determine, in its discretion, that the listing,
registration or qualification of the Common Stock covered by the Plan upon any
securities exchange or under any state or federal law or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Plan or the offering, issue or
purchase of shares thereunder, the Plan shall not be effective as to later
offerings unless and until such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors. Notwithstanding anything in the Plan to
the contrary, if the provisions of this Section 8.2 become operative and if, as
a result thereof, an offering is missed in whole or in part, then and in that
event, the missed portion of the offering shall be passed and the term of the
Plan shall not be affected. Notwithstanding the foregoing or any other
provision in the Plan, the Company shall have no obligation under the Plan to
cause any shares of Common Stock to be registered or qualified under any
federal or state law or listed on any stock exchange or admitted to any
national marketing system.

8.3 TERM OF PLAN. The Plan, unless sooner terminated as provided
in Section 8.4, shall commence upon the satisfaction of the conditions of
Section 8.9 and shall terminate on the conclusion of the offering to be made
beginning on July 15, 2007.

8
<PAGE> 9

8.4 AMENDMENT OF THE PLAN; TERMINATION. The Board shall have the
right to revise, amend or terminate the Plan at any time without notice,
provided that no Eligible Employee's existing rights are adversely affected
thereby without the consent of the Eligible Employee, and provided further
that, without approval of the stockholders of the Company, no such revision or
amendment shall: (a) increase the total number of shares of Common Stock to be
offered; or (b) materially modify the requirements as to eligibility for
participation in the Plan. The foregoing prohibitions of this Section 8.4
shall not be affected by adjustments in shares and purchase price made in
accordance with the provisions of Section 8.1.

8.5 APPLICATION OF FUNDS. The proceeds received by the Company
from the sale of Common Stock pursuant to the Plan will be used for general
corporate purposes.

8.6 NO OBLIGATION TO PARTICIPATE. The offering of any Common
Stock under the Plan shall impose no obligation upon any Eligible Employee to
subscribe to purchase any such shares.

8.7 NO IMPLIED RIGHTS TO EMPLOYEES. The existence of the Plan,
and the offering of shares of Common Stock under the Plan, shall in no way give
any employee the right to continued employment, give any employee the right to
receive any Common Stock or any additional Common Stock under the Plan, or
otherwise provide any employee any rights not specifically set forth in the
Plan.

8.8 WITHHOLDING. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company shall have
the right to require a participating employee to remit to the Company an amount
sufficient to satisfy any federal, state or local withholding tax liability
prior to the delivery of any certificate or certificates for such shares.
Whenever under the Plan payments are to be made in cash, such payments shall be
made net of an amount sufficient to satisfy any federal, state or local
withholding tax liability.

8.9 CONDITIONS PRECEDENT TO EFFECTIVENESS. The Plan shall become
effective upon the satisfaction of all the following conditions, with the
effective date of the Plan being the date that the last such condition is
satisfied:

8.9.1 the adoption of the Plan by the Board of Directors;

8.9.2 the approval of the Plan by the stockholders of the
Company within twelve (12) months after its adoption by the Board; and

8.9.3 the closing of the initial public offering of the
Common Stock.

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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EXHIBIT 10.5

THIS AGREEMENT, made and entered into this ______ day of _______________, 1996,
by and between Lamalie Amrop International, with principal offices and place of
business in the State of Florida (hereinafter referred to as the
"Corporation"), and_______________________________, an individual residing in
the State of ______________ (hereinafter referred to as the "Employee"),

WITNESSETH THAT:

WHEREAS, the Employee is employed by the Corporation, and

WHEREAS, the Corporation recognizes the valuable services heretofore performed
for it by the Employee and wishes to encourage continued employment, and

WHEREAS, the Employee wishes to defer a certain portion of his/her compensation
payable, and

WHEREAS, the parties hereto wish to provide the terms and conditions upon which
the Corporation shall pay such deferred compensation to the Employee or
designated beneficiary; and

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement, maintained primarily to provide deferred compensation
benefits for the Employee, a member of a select group of management or highly
compensated employees of the Corporation, for purposes of the Employee
Retirement Income Act of 1974, as amended;

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

1. DEFINITION OF TERMS. Certain words and phrases are defined
when first used in later paragraphs of this Agreement. In
addition, the following words and phrases when used herein,
unless the context clearly requires otherwise, shall have the
following respective meanings:

(a) Accrued Benefit: The sum of all deferred amounts
credited to the Employee's Retirement Account and due
and owing to the Employee or beneficiaries pursuant
to this Agreement, together with additions thereto
calculated as set forth in paragraph 4 hereof, minus
any distributions hereunder.

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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(b) Affiliate: Any corporation, partnership, joint
venture, association, or similar organization or
entity, the employees of which would be treated as
employed by the Corporation under Section 414(b) and
414(c) of the Code.

(d) Code: The Internal Revenue Code of 1986, as amended
or as it may be amended from time to time.

(e) Compensation: Total salary, bonuses and commissions
of the Employee paid or accrued by the Corporation.

(f) Deferred Amounts: The amounts of compensation
actually deferred.

(g) Effective Date: November 1, 1994.

(h) Election of Deferral: A written notice filed by the
Employee with the Secretary/Treasurer of the
Corporation in substantially the form attached hereto
as Exhibit A, specifying the amount of Compensation
and/or bonus to be deferred and the form and timing
of the subsequent payment.

(i) Calendar Year: January 1 through December 31.

(j) Notice of Discontinuance: A written notice filed by
the Employee with the Secretary/Treasurer of the
Corporation in substantially the form attached hereto
as Exhibit B, requesting discontinuance of the
deferral of the Employee's Compensation and/or
bonuses.

(k) Retirement Account: Book entries maintained by the
Corporation reflecting deferred amounts and additions
thereon; provided, however, that the existence of
such book entries and the Retirement Account shall
not create and shall not be deemed to create a trust
of any kind, or a fiduciary relationship between the
Corporation and the Employee, designated beneficiary,
or other beneficiaries under this Agreement.

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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2. DEFERRED COMPENSATION. Commencing on the Effective Date, and
continuing through the date on which the Employee's employment
terminates because of death, retirement, disability, or any
other cause, the Employee and the Corporation agree that the
Employee shall be entitled to elect to defer into a Retirement
Account, a portion (as set forth in the Deferral Election
Form) of Compensation that the Employee would otherwise be
entitled to receive from the Corporation in each Calendar
Year.

The amount selected for deferral by the Employee pursuant to
the Deferral Election Form is referred to as the "Annual
Deferral Sum". The amounts of Compensation actually deferred,
taking into account discontinuance of deferral pursuant to a
Notice of Discontinuance, are hereinafter collectively
referred to as "Deferred Amounts". The maximum amount of
Compensation that can be deferred by the Employee is
hereinafter referred to as the "Maximum Annual Deferral Sum,"
the amount of which can be defined and subsequently changed by
the Corporation. The Employee's Deferred Amounts shall be
credited to the Employee's Retirement Account as of the dates
such Deferred Amounts would, but for such deferral, be payable
to the Employee.

3. DEFERRAL IN PARTIAL CALENDAR YEAR. If the Effective Date of
this Agreement is not the first day of the Calendar Year, the
Employee shall be entitled to elect to defer a portion of the
Maximum Annual Deferral Sum in such partial Calendar Year,
calculated as follows: the Maximum Annual Deferral Sum under
paragraph 2 hereof shall be multiplied by a fraction, the
numerator of which is the number of full calendar months in
the Calendar Year from and after the Effective Date, and the
denominator of which is twelve (12).

4. ADDITIONS TO DEFERRED AMOUNTS. The Corporation hereby agrees
that it will credit Deferred Amounts in the Employee's
Retirement Account with additions thereon ("Additions") from
and after the dates Deferred Amounts are credited to the
Retirement Account. Additions to Deferred Amounts shall
accrue commencing on the date the Retirement Account first has
a positive balance and shall continue up to the date that
Retirement Benefits begin as described in Paragraphs 7, 8 and
9 of this Agreement. Additions shall be calculated at a
compound rate of interest which shall be declared by the
Corporation on an annual basis.

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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5. ELECTION TO DEFER COMPENSATION. The Employee may elect an
Annual Deferral Sum hereunder by filing an Election of
Deferral. The initial Election of Deferral must be filed
within twenty-eight (28) days of the Effective Date of this
Agreement. Such initial Election of Deferral, if any, to
defer compensation for services performed, shall be effective
commencing November 1, 1994. If the Employee was not an
Employee on the Effective Date, or was otherwise ineligible to
file an Election of Deferral, he may file an Election of
Deferral within twenty (20) days after he first becomes
eligible, which Election of Deferral shall be effective to
defer compensation for services performed after the date of
the Election of Deferral. Thereafter, an Election of Deferral
must be filed at least twenty (20) days prior to the beginning
of the Calendar Year to which it pertains and shall be
effective to defer compensation for services performed after
the first day of the Calendar Year following the filing
thereof.

6. TERMINATION OF ELECTION. The Employee's initial Election of
Deferral shall continue in effect, pursuant to the terms of
the Election of Deferral, unless and until the Employee files
with the Corporation a Notice of Discontinuance or a
subsequent Election of Deferral specifying a different amount
of deferral. Each Election of Deferral filed subsequent to
the initial Election of Deferral shall similarly continue in
effect until the Employee files a Notice of Discontinuance or
a new Election of Deferral. Any new Election of Deferral, to
be effective, must be filed at least twenty (20) days prior to
the beginning of the Calendar Year in which deferral is
sought. A Notice of Discontinuance shall be effective if
filed at least twenty (20) days prior to any January 1st.
Such Notice of Discontinuance shall be effective commencing
with the January 1st, following its filing and shall apply
only with respect to the Employee's Total Compensation
attributable to services not yet performed.

7. RETIREMENT BENEFIT. The Corporation agrees that, from and
after the dates elected by the Employee as the dates to begin
receiving deferred compensation and earnings thereon, the
Corporation shall thereafter pay as a retirement benefit
("Retirement Benefit") to the Employee, in accordance with the
Employee's applicable election as specified in the Deferral
Election Form:

a. Single Payment: the Employee's entire
Accrued Benefit, in a single sum, payable on the
first day of the plan year following the Employee's
retirement; or

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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b. Installment Payments: the Employee's entire
Accrued Benefit, payable in equal annual
installments, annuitized for the number of years
elected in the deferral election form, based on
annuity prices available at that time.

8. DISABILITY RETIREMENT. Notwithstanding any other provision
hereof, the Employee shall be entitled to receive payments
hereunder, upon termination of employment, in any case in
which it is determined by a duly licensed physician selected
by the Corporation that, because of ill health, accident,
disability or general inability because of age, the Employee
is no longer able, properly and satisfactorily, to perform his
regular duties as an Employee. If the Employee's employment
is terminated pursuant to this paragraph, the disability
retirement benefit payable hereunder ("Disability Retirement
Benefit") shall be that amount that would have been payable as
a Retirement Benefit had the Employee attained his Early
Retirement Date on the date of the physician's disability
determination. The Disability Retirement Benefit payable
under this paragraph shall be distributed in accordance with
the provisions of paragraph 7 as if the employee had retired
on the date of the physician's disability determination.

9. (a) Death Benefit Prior to Retirement. In the event of
the Employee's death while in the employment of the
Corporation, the Corporation shall pay the Accrued Benefit in
the Employee's Retirement Account in a lump sum as soon as is
practical following the Employee's death. The Retirement
Account shall continue to be credited with Additions until
payment is made.

Payment shall be made to the Employee's designated
beneficiary, in accordance with the last such designation
received by the Corporation from the Employee prior to death.
If no such designation has been received by the Corporation
from the Employee prior to death, said payment shall be made
to the Employee's then living spouse. If the Employee is not
survived by a spouse then the payment will be made to the
estate of the Employee.

(b) Death Benefit After Commencement of Benefits. In the
event of the Employee's death after the commencement of
Retirement Benefits, or Disability Retirement Benefits, but
prior to the completion of all such payments due and owing
hereunder, the Corporation shall continue to make such
payments, in equal annual installments, over the remainder of
the period

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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specified in paragraph 7 or 8 hereof that would have been
applicable had the Employee survived. Such continuing
payments shall be made to the Employee's designated
beneficiary, in accordance with the last such designation
received by the Corporation from the Employee prior to death.
If no such designation has been received by the Corporation
from the Employee prior to death or if said payments are
otherwise to be made as provided herein, said payments shall
be made to the Employee's then living spouse, so long as the
spouse shall live and thereafter to such person or persons,
including the spouse's estate, as the spouse may appoint under
a Will, making specific reference hereto; if the Employee is
not survived by a spouse or if the spouse shall fail to so
appoint, then said payments shall be made to the then living
children of the Employee, if any, in equal shares, for their
joint and survivor lives; and if none, or after their
respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Employee. Such continuing
payments shall commence on the first day of the plan year
following the Employee's death.

10. TERMINATION BENEFIT. Not Applicable.

11. EMERGENCY WITHDRAWAL. If the Employee has an unforeseeable
emergency (as hereinafter defined), the Corporation may, if it
deems advisable in its sole and absolute discretion,
distribute to or utilize on behalf of the Employee as an
emergency benefit (the "Emergency Benefit") any portion of the
Employee's Retirement Account up to, but not in excess of, the
Termination Benefit to which the Employee would have been
entitled as of the date of the unforeseeable emergency
distribution. Any Emergency Benefit shall be distributed or
utilized at such times as the Corporation shall determine, and
the Accrued Benefit in the Employee's Retirement Account shall
be reduced by the amount so distributed and/or utilized.

"Unforeseeable Emergency" means an unanticipated emergency
that is caused by an event beyond the control of the Employee
and that would result in severe financial hardship to the
Employee if early withdrawal were not permitted. A withdrawal
based upon unforeseeable emergency pursuant to this Section
shall not exceed the amount required to meet the immediate
financial need created by the unforeseeable emergency
(including the amount required to pay taxes due on the
withdrawal) and not reasonably available from other resources
of the Employee. The determination of the existence of an
Employee's unforeseeable emergency and the amount required to
be

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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distributed to meet the need created by the unforeseeable
emergency shall be made by the Corporation.

12. CONSULTATIVE SERVICES. As further consideration for the
agreements of the Corporation contained herein and as a
condition to the performance by the Corporation of its
obligations hereunder, the Employee expressly agrees to make
himself available to the Corporation following retirement from
service with the Corporation in a consultative and advisory
capacity, unless his retirement is caused by disability as
provided in paragraph 8 hereof. The Employee shall perform
consultative and advisory services for such period of time as
benefit payments are due and owing hereunder and on a
part-time basis, at such times as he may from time to time
deem appropriate, subject to the following conditions.:

(a) In rendering such services, the Employee shall not be
considered an employee of the Corporation, but shall
act in the capacity of an independent contractor and
as such shall not be subject to control and direction
by the Board of Directors of the Corporation, but
shall be subject to his own control, and direction in
the performance of such services;

(b) such services shall be performed in such place or
places as the Employee may, from time to time,
designate;

(d) the Employee shall not be required to render such
services during vacation periods or during any
periods of illness or other incapacity.

The Corporation agrees that it will pay the Employee for the
performance of such advisory and consultative services.

13. OFFSET FOR OBLIGATIONS TO CORPORATION. If, at such time as
the Employee becomes entitled to benefit payments hereunder,
the Employee has any debt, obligation or other liability
representing an amount owing to the Corporation or an
Affiliate of the Corporation, and if such debt, obligation, or
other liability is due and owing at the time benefit payments
are payable

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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hereunder, the Corporation may offset the amount owing it or
an Affiliate against the amount of the benefits otherwise
distributable hereunder.

14. BENEFICIARY DESIGNATION. The Employee shall have the right,
at any time, to submit in substantially the form attached
hereto as Exhibit C, a written designation of primary and
secondary beneficiaries to whom payment under this Agreement
shall be made in the event of death prior to complete
distribution of the benefits due and payable under the
Agreement. Each beneficiary designation shall become
effective only when receipt thereof is acknowledged in writing
by the Corporation.

15. NO TRUST CREATED. Nothing contained in this Agreement, and no
action taken pursuant to its provisions by either party hereto
shall create, or be construed to create, a trust of any kind,
or a fiduciary relationship between the Corporation and the
Employee, designated beneficiary, other beneficiaries of the
Employee or any other person. The preceding sentence shall
not be construed to prevent the Corporation from establishing
a grantor's trust to assist it in meeting its obligations
under this Agreement, provided, however, that any such
grantor's trust must, at all times, conform to the terms of
the model trust, as described in Revenue Procedure 92-64, or
any successor thereof.

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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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16. BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS:
UNSECURED GENERAL CREDITOR STATUS OF EMPLOYEE.

(a) The payments to the Employee or designated
beneficiary or any other beneficiary hereunder shall
be made from assets which shall continue, for all
purposes, to be a part of the general, unrestricted
assets of the Corporation; no person shall have any
interest in any such assets by virtue of the
provisions of this Agreement. The Corporation's
obligation hereunder shall be an unfunded and
unsecured promise to pay money in the future. To the
extent that any person acquires a right to receive
payments from the Corporation under the provisions
hereof, such right shall be no greater than the right
of any unsecured general creditor of the Corporation;
no such person shall have nor require any legal or
equitable right, interest or claim in or to any
property or assets of the Corporation.

(b) In the event that, in its discretion, the Corporation
purchases an insurance policy or policies insuring
the life of the Employee (or any other property), to
allow the Corporation to recover the cost of
providing benefits, in whole or in part, hereunder,
neither the Employee, designated beneficiary nor any
other beneficiary shall have any ownership rights
whatsoever therein. The Corporation shall be the
sole owner of any such insurance policy and shall
possess and may exercise all incidents of ownership
therein. No such policy, policies or other property
shall be held in any trust for the Employee or any
other person nor as collateral security for any
obligation of the Corporation hereunder.

17. NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be
construed to be a contract of employment for any term of
years, nor as conferring upon the Employee the right to
continue to be employed by the Corporation in his present
capacity, or in any capacity. It is expressly understood by
the parties hereto that this Agreement relates to the payment
of deferred compensation for the Employee's services, payable
after termination of employment with the Corporation, and is
not intended to be an employment contract.

18. BENEFITS NOT TRANSFERABLE. Neither the Employee, designated
beneficiary, nor any other beneficiary under this Agreement
shall have any

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power or right to transfer, assign, anticipate, alienate,
sell, pledge, hypothecate or otherwise encumber any part or
all of the amounts payable hereunder. No such amounts shall
be subject to attachment, garnishment, or any other type of
seizure by any creditor of any such Employee or beneficiary,
by any proceeding at law or in equity, nor shall such amounts
be transferable by operation of law in the event of
bankruptcy, insolvency or death of the Employee, designated
beneficiary, or any other beneficiary hereunder. Any such
attempted assignment or transfer shall be void.

19. DETERMINATION OF BENEFITS.

(a) Claim. A person who believes that he is being denied
a benefit to which he is entitled under the Plan
(hereinafter referred to as a "Claimant":) may file a
written request for such benefit with the
Corporation, setting forth his claim. The request
must be addressed to the Secretary/Treasurer of the
Corporation at its then principal place of business.

(b) Claim Decision. Upon receipt of a claim, the
Corporation shall advise the Claimant that a reply
will be forthcoming within ninety (90) days and
shall, in fact, deliver such reply within such
period. The Corporation may, however, extend the
reply period for an additional ninety (90) days for
reasonable cause.

If the claim is denied in whole or in part, the
Corporation shall adopt a written opinion, using
language calculated to be understood by the Claimant,
setting forth:

(i) The specific reason or reasons for such
denial;

(ii) The specific reference to pertinent provisions
of this Agreement on which such denial is
based;

(iii) A description of any additional material or
information necessary for the Claimant to
perfect his claim and an explanation why such
material or such information is necessary;

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JUNE 3, 1997 *LAMALIE AMROP INTERNATIONAL* SECTION V PAGE 10
DEFERRED COMPENSATION PLAN

<PAGE> 11
================================================================================

1997 DEFERRED COMPENSATION PLAN AGREEMENT

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

(iv) Appropriate information as to the steps to be
taken if the Claimant wishes to submit the
claim for review; and

(v) The time limits for requesting a review under
subsection (c) and for review under subsection
(d) hereof.

(c) Request for Review. Within sixty (60) days after the
receipt by the Claimant of the written opinion
described above, the Claimant may request in writing
that the Secretary of the Corporation review the
determination of the Corporation. Such request must
be addressed to the Secretary of the Corporation, at
its then principal place of business. The Claimant
or his duly authorized representative may, but need
not, review the pertinent documents and submit issues
and comments in writing for consideration by the
Corporation. If the Claimant does not request a
review of the Corporation's determination by the
Secretary of the Corporation within such sixty (60)
day period, he shall be barred and estopped from
challenging the Corporation's determination.

(d) Review of Decision. Within sixty (60) days after the
Secretary's receipt of a request for review, he will
review the Corporation's determination. After
considering all materials presented by the Claimant,
the Secretary will render a written opinion, written
in a manner calculated to be understood by the
Claimant, setting forth the specific reasons for the
decision and containing specific references to the
pertinent provisions of this Agreement on which the
decision is based. If special circumstances require
that the sixty (60) day time period be extended, the
Secretary will so notify the Claimant and will render
the decision as soon as possible, but no later than
one hundred twenty (120) days after receipt of the
request for review.

20. AMENDMENT. This Agreement may not be amended, altered or
modified, except by a written instrument signed by the parties
hereto, or their respective successors, and may not be
otherwise terminated except as provided herein.

21. INUREMENT. This Agreement shall be binding upon and inure to
the benefit of the Corporation and its successors and assigns,
and the Employee, his/her successors, heirs, executors,
administrators and beneficiaries.

- --------------------------------------------------------------------------------
JUNE 3, 1997 *LAMALIE AMROP INTERNATIONAL* SECTION V PAGE 11
DEFERRED COMPENSATION PLAN

<PAGE> 12
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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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

22. NOTICE. Any notice, consent or demand required or permitted
to be given under the provisions of this Agreement shall be in
writing, and shall be signed by the party giving or making the
same. If such notice, consent or demand is mailed to a party
hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address
as shown on the records of the Corporation. The date of such
mailing shall be deemed the date of notice, consent or demand.
Either party may change the address to which notice is to be
sent by giving notice of the change of address in the manner
aforesaid.

23. GOVERNING LAW. This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance
with the laws of the State of Florida.

24. PARTIAL INVALIDITY. If any provision of this Plan shall be
held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining provisions hereof;
instead, each illegal or invalid provision shall be fully
severable and the Plan shall be construed and enforced as if
such illegal or invalid provision had never been included
herein.

25. RIGHT TO REDUCE DEFERRAL ELECTIONS. The Corporation has the right to
reduce the deferral election of any Employee if, the deferral is in
excess of the Maximum Annual Deferral Sum, as determined from time to
time by the Plan Administrator. This reduction, if made, will be
implemented before the end of the then current plan year.

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

LAMALIE AMROP INTERNATIONAL

By:
---------------------------------

Title:
------------------------------
Corporation

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

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JUNE 3, 1997 *LAMALIE AMROP INTERNATIONAL* SECTION V PAGE 12
DEFERRED COMPENSATION PLAN

<PAGE> 13
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1997 DEFERRED COMPENSATION PLAN AGREEMENT

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

Employee

ATTEST:

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

- ----------------------------Secretary

- --------------------------------------------------------------------------------
JUNE 3, 1997 *LAMALIE AMROP INTERNATIONAL* SECTION V PAGE 13
DEFERRED COMPENSATION PLAN

<PAGE> 1
EXHIBIT 10.11

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into EFFECTIVE as of the _____ day of ____ _________, 1997, by and between
________________________________________________ (the "Indemnitee"), and
LAMALIE ASSOCIATES, INC., a Florida corporation (the "Corporation").

W I T N E S S E T H:

WHEREAS, it is essential to the Corporation to retain and attract as
Directors, officers and key employees the most capable persons available; and

WHEREAS, the substantial increase in corporate litigation subjects
directors and officers to expensive litigation risks at the same time that the
availability of directors' and officers' liability insurance is severely
limited; and

WHEREAS, in addition, the indemnification provisions of the Florida
Business Corporation Act (the "FBCA," as further defined below) expressly
provide that such provisions are non-exclusive; and

WHEREAS, the Indemnitee does not regard the protection available under
the Articles of Incorporation and Bylaws of the Corporation and insurance, if
any, as adequate in the present circumstances, and considers it necessary to
condition the Indemnitee's agreement to serve as a Director and/or officer of
the Corporation to have appropriate contractual rights to indemnification from
the Corporation, and the Corporation desires the Indemnitee to serve in such
capacity or capacities and to have such rights as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained in this Agreement, it is hereby agreed as
follows:

1. DEFINITIONS.

For the purposes of this Agreement, the terms below shall have the
indicated meanings except where the context in which such a term is used in
this Agreement clearly indicates otherwise:

a. Affiliate means, as to any Person (the "first
Person"), any other Person that, either directly or
indirectly, controls, is controlled by or is under common
control with the first Person.

b. Agreement of Indemnity means the agreement
provided for by Section 3(e)(i) of this Agreement.

c. Associate of a Person means a director,
officer, employee, agent, consultant, independent contractor,
stockholder or partner of such Person.
<PAGE> 2

INDEMNIFICATION AGREEMENT
PAGE 2

d. Board means the Board of Directors of the
Corporation.

e. Evaluation Date means, as to any
Indemnification Notice, the date thirty (30) calendar days
after the date of receipt by the Board of such Indemnification
Notice.

f. Expense means any cost or expense (other than
a Liability), including but not limited to Legal Fees, and
including interest on any of the foregoing, reasonably paid or
required to be paid by the Indemnitee on account of or in
connection with any Proceeding.

g. Expense Advance Request means the request
provided for by Section 3(d)(ii) of this Agreement.

h. FBCA means a the Florida Business Corporation
Act, Chapter 607, Florida Statutes, and any successor statute.

i. Indemnification Notice means the notice
provided for by Section 3(a) of this Agreement.

j. Legal Fees means the fees and disbursements
of legal counsel, legal assistants, experts, accountants,
consultants and investigators, before and at trial, in
appellate or bankruptcy proceedings and otherwise.

k. Liability means any amount (other than an
Expense), including any assessment, fine, penalty, excise or
other tax, and including interest on any of the foregoing,
paid or required to be paid by the Indemnitee on account of or
in connection with any Proceeding.

l. Nonindemnifiable Conduct means any act or
omission to act of the Indemnitee material to a Proceeding as
to which indemnification under this Agreement is sought, which
act or omission is determined to involve:

i. a violation of criminal law,
unless the Indemnitee had reasonable cause to
believe such conduct was lawful or had no
reasonable cause to believe such conduct was
unlawful;

ii. a transaction from which the
Indemnitee derived an improper personal
benefit;

iii. willful misconduct or a
conscious disregard for the best interests of
the Corporation (when indemnification is
sought in a Proceeding by or in the right of
the Corporation to procure a judgment in
favor of the Corporation or when
indemnification is sought in a Proceeding by
or in the right of a stockholder); or

iv. conduct as to which then
applicable law prohibits indemnification.
<PAGE> 3

INDEMNIFICATION AGREEMENT
PAGE 3

m. Person means any natural person or
individual, or any artificial person, including any
corporation, association, unincorporated organization,
partnership, joint venture, firm, company, business, trust,
business trust, limited liability company, government, public
body or authority, governmental agency or department, and any
other entity.

n. Proceeding means any threatened, pending or
completed claim, demand, inquiry, investigation, action, suit
or proceeding, whether formal or informal, or whether brought
by or in the right of the Corporation, whether brought by a
governmental body, agency or representative or by any other
Person, and whether of a civil, criminal, administrative or
investigative nature, and includes any Third Party Proceeding.

o. Third Party Proceeding means any Proceeding
against the Indemnitee by, or any Proceeding by the Indemnitee
against, any third party.

2. GRANT OF INDEMNITY.

The Corporation shall indemnify and hold harmless the Indemnitee in respect of:

a. any and all Liabilities that may be incurred
or suffered by the Indemnitee as a result of or arising out of
or in connection with prosecuting, defending, settling or
investigating any Proceeding in which the Indemnitee may be or
may have been involved as a party or otherwise, arising out of
the fact that the Indemnitee is or was an Associate of the
Corporation or any of its Affiliates, or served as an
Associate in or for any Person at the request of the
Corporation (including without limitation service as a
trustee or in any fiduciary or similar capacity for or in
connection with any employee benefit plan maintained by the
Corporation or for the benefit of any of the employees of the
Corporation or any of its Affiliates, or service on any trade
association, civic, religious, educational or charitable
boards or committees);

b. any and all Liabilities that may be incurred
or suffered by the Indemnitee as a result of or arising out of
or in connection with any attempt (regardless of its success)
by any Person to charge or cause the Indemnitee to be charged
with wrongdoing or with financial responsibility for damages
arising out of or incurred in connection with the matters
indemnified against in this Agreement; and

c. any and all Expenses that may be incurred or
suffered by the Indemnitee as a result of or arising out of or
in connection with any matter referred to in the preceding two
paragraphs.
<PAGE> 4

INDEMNIFICATION AGREEMENT
PAGE 4

3. CLAIMS FOR INDEMNIFICATION; PROCEDURES

a. Submission of Claims. Whenever any
Proceeding shall occur as to which indemnification under this
Agreement may be sought by the Indemnitee, the Indemnitee
shall give the Corporation written notice thereof as promptly
as reasonably practicable after the Indemnitee has actual
knowledge of such Proceeding (an "Indemnification Notice").
The Indemnification Notice shall specify in reasonable detail
the facts known to the Indemnitee giving rise to such
Proceeding, the positions and allegations of the parties to
such Proceeding and the factual bases therefor, and the amount
or an estimate of the amount of Liabilities and Expenses
reasonably expected to arise therefrom. A delay by the
Indemnitee in providing such notice shall not relieve the
Corporation from its obligations under this Agreement unless
and only to the extent that the Corporation is materially and
adversely affected by the delay. If the Indemnitee desires to
personally retain the services of an attorney in connection
with any Proceeding, the Indemnitee shall notify the
Corporation of such desire in Indemnification Notice relating
thereto, and such notice shall identify the counsel to be
retained.

b. Presumption of Right to Indemnification.
Upon submission of an Indemnification Notice to the
Corporation, the Board shall review such Notice and endeavor
to determine whether the Indemnitee is entitled to
indemnification under this Agreement with respect to the
matters described therein. As of the Evaluation Date, unless
the Board has reasonably determined that the Indemnitee is not
entitled to indemnification under this Agreement with respect
to the matters described in such Indemnification Notice, there
shall be created a presumption that the Indemnitee is entitled
to such indemnification. Such presumption shall continue, and
indemnification and payment shall be provided under this
Agreement, unless and such time as the Board shall reasonably
determine that the Indemnitee is not entitled to
indemnification under this Agreement. This paragraph is
procedural only and shall not affect the right of the
Indemnitee to indemnification under this Agreement. Any
determination by the Board that the Indemnitee is not entitled
to indemnification under this Agreement and any failure to
make any payments requested in an Indemnification Notice or
otherwise shall be subject to judicial review.

c. Limitation on Adverse Determinations by the
Board. Subject to applicable law, no determination by the
Board that the Indemnitee is not entitled to indemnification
or payment under this Agreement shall be given effect under
this Agreement unless (i) such determination is based upon
clear and convincing evidence, (ii) such determination is made
by a vote of a majority of the Corporation's Directors at a
meeting at which a quorum is present, and (iii) the Indemnitee
is given written notice of such meeting at least ten days in
advance of such meeting and given a meaningful opportunity to
present at such meeting information in support of the claim
for indemnification or payment.
<PAGE> 5

INDEMNIFICATION AGREEMENT
PAGE 5

d. Expenses.

i. With respect to any
Proceeding as to which the Indemnitee is
entitled (or presumed entitled) to
indemnification under this Agreement,
Expenses incurred or required to be incurred
by the Indemnitee in connection with such
Proceeding, but prior to the final
disposition of such Proceeding, shall be paid
or caused to be paid by the Corporation to or
on behalf of the Indemnitee notwithstanding
that there has been no final disposition of
such Proceeding, to the extent provided in
the following paragraph.

ii. For purposes of determining
whether to authorize advancement of Expenses
pursuant to the preceding paragraph, the
Indemnitee shall from time to time submit to
the Board a statement requesting advancement
of Expenses (an "Expense Advance Request."
Each Expense Advance Request shall set forth
(i) in reasonable detail, all Expenses
already incurred or required to be incurred
by the Indemnitee and the reason therefor,
and (ii) an undertaking by the Indemnitee, in
form and substance reasonably satisfactory to
the Corporation, to repay all the Expenses
set forth therein if it shall ultimately be
determined that the Indemnitee is not
entitled to be indemnified with respect to
such Proceeding by the Corporation under this
Agreement or otherwise. Upon receipt of an
Expense Advance Request satisfying the
foregoing requirements, as to each Expense
set forth therein, unless the Board
reasonably determines that the Indemnitee is
not entitled to payment of such Expense, the
Corporation shall, within 10 business days
thereafter (or, if later as to any Expense
yet to be incurred by the Indemnitee, on or
before the date three business days prior to
the date such Expense is required to be paid
by the Indemnitee), pay or cause to be paid
by the Corporation the amount of such Expense
to or on behalf of the Indemnitee. No
security shall be required in connection with
any Expense Advance Request, and the ability
or inability of the Indemnitee to make
repayment shall not be considered in any
evaluation of an Expense Advance Request.

e. Rights to Defend or Settle; Third Party
Proceedings, etc.

i. If the Corporation at any
time provides the Indemnitee with an
agreement in writing, in form and substance
reasonably satisfactory to the Indemnitee and
the Indemnitee's counsel, agreeing to
indemnify, defend or prosecute and hold the
Indemnitee harmless from all Liabilities and
Expenses arising from any Third Party
Proceeding (an "Agreement of Indemnity"), and
demonstrating to the reasonable satisfaction
of the Indemnitee the Corporation's financial
wherewithal to accomplish such
indemnification, the Corporation may
thereafter at its own expense undertake full
responsibility for and control of the defense
or prosecution of such Third Party
Proceeding. The Corporation may contest or
settle any such Third Party Proceeding for
money damages on such terms and conditions as
it deems appropriate but shall be
<PAGE> 6

INDEMNIFICATION AGREEMENT
PAGE 6

obligated to consult in good faith with the Indemnitee and not
to contest or settle any Third Party Proceeding involving
injunctive or equitable relief against or affecting the
Indemnitee or the Indemnitee's properties or assets without the
prior written consent of the Indemnitee, such consent not to be
unreasonably withheld. The Indemnitee may participate at the
Indemnitee's own expense and with the Indemnitee's own counsel
in defense or prosecution of a Third Party Proceeding controlled
by the Corporation. Such participation shall not relieve the
Corporation of its obligation to indemnify the Indemnitee with
respect to such Third Party Proceeding under this Agreement.

ii. If, as of ten (10) business days after the
receipt by the Board of an Indemnification Notice, the
Corporation has not delivered to the Indemnitee a reasonably
satisfactory Agreement of Indemnity and evidence of financial
wherewithal as contemplated by the preceding paragraph, the
Indemnitee may contest or settle the Third Party Proceeding on
such terms as it sees fit but shall not reach a settlement with
respect to the payment of money damages without consulting in
good faith with the Corporation. As to any Third Party
Proceeding as to which the Indemnitee is entitled (or presumed
entitled) to indemnification under this Agreement, unless and
until such time as the Corporation at its own expense
undertakes full responsibility for and control of the defense
or prosecution of such Third Party Proceeding, the Indemnitee
shall be entitled to indemnification under this Agreement with
respect any Expenses of the Indemnitee, including Legal Fees,
relating to such Third Party Proceeding. Notwithstanding the
foregoing, the Corporation may at any time deliver to the
Indemnitee a reasonably satisfactory Agreement of Indemnity and
evidence of financial wherewithal as contemplated by the
preceding paragraph, and thereafter at its own expense
undertake full responsibility for and control of the defense or
prosecution of such Third Party Proceeding.

iii. All Expenses incurred in
defending or prosecuting any Third Party Proceeding
shall be paid in accordance with the procedure set forth in
Section 3(d) of this Agreement.

iv. If, by reason of any Third
Party Proceeding as to which the Indemnitee is entitled
(or presumed entitled) to indemnification under this Agreement,
a lien, attachment, garnishment or execution is placed upon any
of the property or assets of the Indemnitee, the Corporation
shall promptly furnish a reasonably satisfactory indemnity bond
to obtain the prompt release of such lien, attachment,
garnishment or execution.

v. The Corporation may
participate at its own expense and with its own counsel
in defense or prosecution of any Third Party Proceeding, but
any such participation shall not relieve the Corporation of its
obligations to indemnify the Indemnitee under
<PAGE> 7

INDEMNIFICATION AGREEMENT
PAGE 7

this Agreement. Any election by the
Corporation to at its own expense undertake
full responsibility for and control of the
defense or prosecution of a Third Party
Proceeding shall not affect the entitlement of
the Indemnitee to indemnification under this
Agreement.

vi. The Indemnitee shall
cooperate in the defense or prosecution of
any Third Party Proceeding controlled by the
Corporation.

vii. The parties shall cooperate
in good faith and use reasonable efforts to
mitigate and minimize any Expense or
Liability.

f. Choice of Counsel. In all matters as to
which indemnification is or may be available to the Indemnitee
under this Agreement, the Indemnitee shall be free to choose
and retain counsel of the Indemnitee's choice, provided that
the Indemnitee shall secure the prior written consent of the
Corporation as to such selection, which consent shall not be
unreasonably withheld.

g. Repayment. Notwithstanding anything to the
contrary, if the Corporation has paid or advanced any
Liability or Expense under this Agreement (including pursuant
to an Expense Advance Request) to, on behalf of or for the
benefit of the Indemnitee and it is determined by a court of
competent jurisdiction, in a decision which the Indemnitee
does not properly appeal or which decision is affirmed on
appeal, that the Indemnitee's actions or omissions constitute
Nonindemnifiable Conduct or that the Indemnitee otherwise is
not or was not entitled to such payment or advance or that the
Indemnitee is required to reimburse or repay the Corporation
for the amount thereof, the Indemnitee shall and does hereby
undertake in such circumstances to reimburse and repay the
Corporation for any and all such amounts paid, which thereupon
shall be deemed and shall be and become the legal, valid and
enforceable debt and obligation of the Indemnitee to the
Corporation.

h. Representations and Agreements of the
Corporation.

i. Authority. The Corporation
represents, covenants and agrees that it has
the corporate power and authority to enter
into this Agreement and to carry out its
obligations under this Agreement. The
execution, delivery and performance of this
Agreement and the consummation of the
transactions contemplated by this Agreement
have been duly authorized by the Board. This
Agreement is a valid and binding obligation
of the Corporation and is enforceable against
the Corporation in accordance with its terms.

ii. Noncontestability. The
Corporation represents, covenants and agrees
that it will not initiate, and will use its
best efforts to cause each of its Affiliates
not to
<PAGE> 8

INDEMNIFICATION AGREEMENT
PAGE 8

initiate, any action, suit or proceeding
challenging the validity or enforceability of
this Agreement.

iii. Good Faith Judgment. The
Corporation represents, covenants and agrees
that it will exercise good faith and its best
reasonable judgment in determining the
entitlement of the Indemnitee to
indemnification under this Agreement.

4. RELATIONSHIP OF THIS AGREEMENT TO OTHER INDEMNITIES.

a. Nonexclusivity.

i. This Agreement and all
rights granted to the Indemnitee under this
Agreement are in addition to and are not
deemed to be exclusive with or of any other
rights that may be available to the
Indemnitee under any Articles of
Incorporation, bylaw, statute, agreement, or
otherwise.

ii. The rights, duties and
obligations of the Corporation and the
Indemnitee under this Agreement do not limit,
diminish or supersede the rights, duties and
obligations of the Corporation and the
Indemnitee with respect to the
indemnification afforded to the Indemnitee
under any liability insurance, the FBCA, or
under the Bylaws or the Articles of
Incorporation of the Corporation. In
addition, the Indemnitee's rights under this
Agreement will not be limited or diminished
in any respect by any amendment to the Bylaws
or the Articles of Incorporation of the
Corporation.

b. Availability, Contribution, Etc.

i. The availability or
nonavailability of indemnification by way of
insurance policy, Articles of Incorporation,
bylaw, vote of stockholders, or otherwise
from the Corporation to the Indemnitee shall
not affect the right of the Indemnitee to
indemnification under this Agreement,
provided that all rights under this Agreement
shall be subject to applicable statutory
provisions in effect from time to time.

ii. Any funds actually received
by the Indemnitee by way of indemnification
or payment from any source other than from
the Corporation under this Agreement shall
reduce any amount otherwise payable to the
Indemnitee under this Agreement.

iii. If the Indemnitee is
entitled under any provision of this
Agreement to indemnification by the
Corporation for some Liabilities or Expenses
but not as to others, or for some or a
portion thereof actually incurred by the
Indemnitee or amounts actually paid in
settlement by the Indemnitee in the
investigation, defense, appeal or settlement
of any Proceeding for which indemnification
is sought under this
<PAGE> 9

INDEMNIFICATION AGREEMENT
PAGE 9

Agreement but not for the total amount
thereof, the Corporation shall indemnify the
Indemnitee for the portion thereof to which
the Indemnitee is entitled.

iv. If for any it is determined
by a court of competent jurisdiction, in a
decision which neither party to this
Agreement properly appeals or which decision
is affirmed on appeal, that the indemnity
provided under this Agreement is unavailable,
or if for any reason the indemnity under this
Agreement is insufficient to hold the
Indemnitee harmless as provided in this
Agreement, then, in any such event, the
Corporation shall contribute to the amounts
paid or payable by the Indemnitee in such
proportion as equitably reflects the relative
benefits received by, and fault of, the
Indemnitee and the Corporation and its
Affiliates and its and their respective
Associates.

c. Coordination With Insurance. The obligation
of the Corporation under this Agreement is not conditioned in
any way on any attempt, whether or not successful, by the
Indemnitee or the Corporation to collect from an insurer any
amount under any insurance policy.

5. LIMITATIONS.

In no case shall any indemnification or payment be provided or made under this
Agreement to or on behalf of or for the direct or indirect benefit of the
Indemnitee by the Corporation:

a. except as set forth in Section 6(g) of this
Agreement, in any Proceeding brought by or in the name or
interest of the Indemnitee against the Corporation;

b. except as set forth in Section 6(g) of this
Agreement, in any Proceeding brought by the Corporation
against the Indemnitee, which action is initiated at the
direction of the Board; or

c. for any Nonindemnifiable Conduct.

6. MISCELLANEOUS.

a. Cooperation. The parties to this Agreement
shall execute such powers of attorney as may be necessary or
appropriate to permit participation of counsel selected by any
party hereto and, as may be reasonably related to any such
claim or action, shall provide to the counsel, accountants and
other representatives of each party access during normal
business hours to all properties, personnel, books, records,
contracts, commitments and all other business records of such
other party and will furnish to such other party copies of all
such documents as may be reasonably requested (certified, if
requested).
<PAGE> 10

INDEMNIFICATION AGREEMENT
PAGE 10

b. Further Assurances. The parties to this Agreement will
execute and deliver, or cause to be executed and delivered,
such additional or further documents, agreements or instruments
and shall cooperate with one another in all respects for the
purpose of carrying out the transactions contemplated by this
Agreement.

c. Notices. Any notice, request, demand or
other communication required or permitted to be given or made
under this Agreement shall be in writing and shall be deemed
to have been duly given: upon receipt if personally delivered;
upon successful completion of transmission if transmitted by
telecopy, electronic telephone line facsimile transmission or
other similar electronic or digital transmission method; at
the close of business on the next business day after it is
sent, if sent by recognized overnight delivery service with
all fees payable by the sender; or at the close of business on
the fifth business day after it is sent, if mailed, first
class mail, postage prepaid. In each case such notice,
request, demand or other communication shall be sent to:

if to the Indemnitee:

if to the Corporation:

With a copy to:

or to such other address as either party may have specified
in writing to the other using the procedures specified above
in this Section 6(c).

d. Governing Law. This Agreement shall be
construed pursuant to and governed by the substantive laws of
the State of Florida (but any provision of Florida law shall
not apply if the application of such provision would result in
the application of the law of a state or jurisdiction other
than Florida).

e. Severability. Any provision of this
Agreement that is determined by a court of competent
jurisdiction to be prohibited, unenforceable or not authorized
in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition,
unenforceability
<PAGE> 11

INDEMNIFICATION AGREEMENT
PAGE 11

or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction. In any
such case, such determination shall not affect any other
provision of this Agreement, and the remaining provisions of
this Agreement shall remain in full force and effect. If any
provision or term of this Agreement is susceptible to two or
more constructions or interpretations, one or more of which
would render the provision or term void or unenforceable, the
parties agree that a construction or interpretation which
renders the term or provision valid shall be favored.

f. Specific Enforcement; Presumption.

i. The parties agree and
acknowledge that, in the event of a breach by
the Corporation of its obligation promptly to
indemnify the Indemnitee as provided in this
Agreement, or breach of any other material
provision of this Agreement, damages at law
will be an insufficient remedy to the
Indemnitee. Accordingly, the parties agree
that, in addition to any other remedies or
rights that may be available to the
Indemnitee, the Indemnitee shall also be
entitled, upon application to a court of
competent jurisdiction, to obtain temporary
or permanent injunctions to compel specific
performance of the obligations of the
Corporation under this Agreement.

ii. There shall exist in any
action to enforce the rights of the
Indemnitee under this Agreement a rebuttable
presumption that the Indemnitee has met the
applicable standard(s) of conduct and is
therefore entitled to indemnification
pursuant to this Agreement, and the burden of
proving that the relevant standards have not
been met by the Indemnitee shall be on the
Corporation. Neither the failure of the
Corporation (including the Board or
independent legal counsel) prior to the
commencement of such action to have made a
determination that indemnification is proper
in the circumstances because the Indemnitee
has met the applicable standard of conduct,
nor an actual determination by the
Corporation (including the Board or
independent legal counsel) that the
Indemnitee has not met such applicable
standard of conduct, shall (X) constitute a
defense to the action, (Y) create a
presumption that the Indemnitee has not met
the applicable standard of conduct, or (Z)
otherwise alter the presumption in favor of
the Indemnitee referred to in the preceding
sentence.

g. Cost of Enforcement; Interest.

i. If either party to this
Agreement engages the services of an attorney
or any other third party or in any way
initiates legal action to enforce the party's
rights under this Agreement, including but
not limited to the collection of monies due,
the prevailing party in such action shall be
entitled to recover all Expenses incurred in
connection therewith. Should the Indemnitee
prevail, such Expenses shall be in addition
to monies otherwise due the Indemnitee under
this Agreement.
<PAGE> 12

INDEMNIFICATION AGREEMENT
PAGE 12

ii. If any amount shall be due or payable
under this Agreement (including under an
Expense Advance Request) and shall not be paid
within 30 days from the date as of which the
obligation to make such payment arises,
interest shall accrue on such unpaid amount
from the date when due until it is paid in
full at the rate of 2% per annum in excess of
the prime rate published from time to time in
The Wall Street Journal in its "Money Rates"
column or any similar or successor column or
feature, or such lower rate as may be required
to comply with applicable law.

h. No Assignment. Any claim, right, title,
benefit, remedy or interest of the Indemnitee in, to or under
or arising out of or in connection with this Agreement is
personal and may not be sold, assigned, transferred, pledged
or hypothecated, but the provisions of this Agreement shall
survive the death, disability or incapacity of the Indemnitee
or the termination of the Indemnitee's service as a Director
or officer of the Corporation and shall inure to the benefit
of the Indemnitee's heirs, executors and administrators. This
Agreement shall inure to the benefit of and shall be binding
upon the successors in interest and assigns of the
Corporation, including any successor corporation resulting
from a merger, consolidation, recapitalization,
reorganization, sale of all or substantially all of the assets
of the Corporation, or any other transaction resulting in the
successor corporation assuming the liabilities of the
Corporation under this Agreement (by operation of law or
otherwise).

i. No Third Party Beneficiaries. This Agreement
is not intended to benefit or entered into for the benefit of
any third parties and, other than as set forth in the
preceding paragraph as to heirs, assignees and successors,
nothing in this Agreement, whether express or implied, is
intended or should be construed to confer upon, or to grant
to, any person, except the Corporation and the Indemnitee, any
claim, right, benefit or remedy under or because of this
Agreement or any provision set forth in this Agreement.

j. Construction. As used in this Agreement, (1)
the word "including" is always without limitation, and (2)
words in the singular number include words of the plural
number and vice versa.

k. Venue; Process. The parties to this
Agreement agree that jurisdiction and venue in any action
brought pursuant to this Agreement to enforce its terms or
otherwise with respect to the relationships between the
parties shall properly lie in and only in the Circuit Court of
the Sixth Judicial Circuit of the State of Florida in and for
Pinellas County (the "Circuit Court") and the parties agree
that jurisdiction shall not properly lie in any other
jurisdiction provided, however, if jurisdiction does not
properly lie with the Circuit Court, the parties agree that
jurisdiction and venue shall properly lie in and only in the
United States District Court for the Middle District of
Florida, Tampa Division. The parties hereby waive any
objections which they may now or hereafter have based on venue
and/or forum non conveniens and irrevocably submit to the
jurisdiction of any such court in any legal suit, action or
proceeding arising out of or relating to this Agreement. The
parties further agree that the
<PAGE> 13

INDEMNIFICATION AGREEMENT
PAGE 13

mailing by certified or registered mail, return receipt requested, of
any process required by any such court shall constitute valid and
lawful service of process against them, without the necessity for
service by any other means provided by statute or rule of court.

l. Waiver and Delay. No waiver or delay in
enforcing the terms of this Agreement or in taking any action
with respect to any breach of this Agreement shall be construed as a
waiver of any subsequent breach. No action taken by the Indemnitee
shall constitute a waiver of the Indemnitee's rights under this
Agreement.

m. Modification. This Agreement contains the
entire agreement of the parties, and supersedes any prior
written or oral agreement of the parties, with respect to the subject
matter hereof. This Agreement may be modified only by an instrument
in writing signed by both parties hereto.

n. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be
considered an original, but all of which together shall constitute one
and the same instrument.

o. Headings. The headings of the various
sections in this Agreement are inserted for the convenience of
the parties and shall not affect the meaning, construction or
interpretation of this Agreement.

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

INDEMNITEE

- -------------------------------------------------------------
Signature Date

LAMALIE ASSOCIATES, INC.

By:
---------------------------------------------------------
Date

<PAGE> 1
EXHBIBIT 10.12

LAMALIE ASSOCIATES, INC.

DIRECTORS' DEFERRAL PLAN

ARTICLE 1

ESTABLISHMENT AND PURPOSE

1.1 ESTABLISHMENT. Lamalie Associates, Inc. (the "Company") hereby
enters into this Agreement and establishes a deferred compensation plan for
Directors of the Company, which plan shall be known as the Lamalie Associates,
Inc. Directors' Deferral Plan (the "Plan").

1.2 PURPOSE. The purpose of the Plan is to provide Directors with the
ability to defer some or all of their directors' fees. It is intended that the
Plan will assist in attracting and retaining qualified individuals to serve as
Directors.

ARTICLE 2

DEFINITION OF TERMS

The following words and terms as used herein shall have that meaning
set forth therefor in this Article 2 unless a different meaning is clearly
required by the context. Whenever appropriate, words used in the singular shall
be deemed to include the plural and vice versa, and the masculine gender shall
be deemed to include the feminine gender.

2.1 "BENEFICIARY" shall mean the person or persons designated or
deemed to be designated by the Participant pursuant to Article 7 to receive
benefits payable under the Plan in the event of the Participant's death.

2.2 "BOARD" or "BOARD OF DIRECTORS" shall mean the Board of Directors
of the Company.

2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended,
or any successor statute. Reference to a specific section of the Code shall
include a reference to any successor provision.

2.4 "COMMITTEE" is defined in Section 9.1.

2.5 "COMMON STOCK" shall mean the common stock of the Company.

2.6 "COMPANY" shall mean Lamalie Associates, Inc. and its successors.

<PAGE> 2

2.7 "COMPENSATION" shall mean the annual retainers and meeting fees
that are payable to a Director for his or her services as a member of the Board
or any committee thereof.

2.8 "DEFERRAL BENEFIT" shall mean the benefit payable to a Participant
or his or her Beneficiary pursuant to Article 7 hereof.

2.9 "DEFERRED ACCOUNT" shall mean the account maintained on the books
of the Company for each Participant pursuant to Article V hereof.

2.10 "DEFERRED COMPENSATION AGREEMENT" shall mean the agreement filed
by a Participant, in the form prescribed by the Committee, pursuant to Section
3.2 hereof.

2.11 "DIRECTOR" shall mean a member of the Board.

2.12 "FAIR MARKET VALUE"of the shares of Common Stock shall mean the
closing price on the date in question (or, if no shares are traded on such day,
on the next preceding day on which shares were traded), of the Common Stock as
reported on the Composite Tape, or if not reported thereon, then such price as
reported in the trading reports of the principal securities exchange in the
United States on which such stock is listed, or if such stock is not listed on
a securities exchange in the United States, the mean between the dealer closing
"bid" and "ask" prices on the over-the-counter market as reported by the
National Association of Security Dealers Automated Quotation System (NASDAQ),
or NASDAQ's successor, or if not reported on NASDAQ, the fair market value of
such stock as determined by the Board in good faith and based on all relevant
factors.

2.13 "PARTICIPANT" shall mean any Director who meets the eligibility
requirements of Section 3.1, and who elects to participate by filing a Deferred
Compensation Agreement as provided in Section 3.2 hereof.

2.14 "PLAN" shall mean the Lamalie Associates, Inc. Directors'
Deferral Plan, as set forth herein and as amended from time to time.

2.15 "PLAN YEAR" shall mean the 12-month period ending on each
December 31.

2.16 "RATE OF RETURN" shall mean the interest rate payable on one-year
United States Treasury Bills issued on the specified date or, if not then
issued, on the next date of issue, or such other rate as may from time to time
be established by the Committee; provided, however, that in no event shall the
Rate of Return be more than five percentage points higher than the rate payable
on such Bills.

2.17 "UNIT" shall mean an accounting unit equal in value to one share
of Common Stock. The number of Units included in any Deferred Account shall be
adjusted as appropriate to reflect any stock dividend, stock split,
recapitalization, merger or other similar event affecting the Common Stock.

<PAGE> 3

ARTICLE 3

ELIGIBILITY AND PARTICIPATION

3.1 ELIGIBILITY. Eligibility to participate in the Plan is limited to
those Directors who are not employees of the Company or any of its
subsidiaries.

3.2 PARTICIPATION. Participation in the Plan shall be limited to
eligible Directors who elect to participate in the Plan by filing a Deferred
Compensation Agreement with the Committee. A properly completed and executed
Deferred Compensation Agreement must be filed on or prior to the December 31
immediately preceding the Plan Year in which the Participant's participation in
the Plan will commence, and the election to participate shall be effective on
the first day of the Plan Year following receipt by the Company of the Deferred
Compensation Agreement. In the event that a Director first becomes eligible to
participate during the course of a Plan Year, such Deferred Compensation
Agreement must be filed no later than 30 days following election or appointment
to the Board and such Deferred Compensation Agreement shall be effective only
with regard to Compensation earned or payable following the filing of the
Deferred Compensation Agreement with the Committee.

3.3 TERMINATION OF PARTICIPATION. A Participant may elect to terminate
participation in the Plan by filing a written notice thereof with the
Committee, which termination shall be effective at any time specified by the
Participant in the notice, but not earlier that the first day of the Plan Year
immediately succeeding the Plan Year in which such notice is filed with the
Committee. Amounts credited to such Participant's Deferred Account with respect
to periods prior to the effective date of such termination shall continue to be
payable pursuant to, and otherwise governed by, the terms of the Plan.

ARTICLE 4

DEFERRAL OF COMPENSATION

4.1 DEFERRAL. A Participant may elect to defer all, or a specified
percentage of his or her Compensation for the applicable Plan Year, and a
Participant may elect to have his or her deferred Compensation credited to such
Participant's Deferred Account either in dollar amounts or Units. A Participant
may not change the percentage of his or her Compensation to be deferred, or the
form in which Compensation is to be credited.

4.2 CREDITING OF DEFERRED COMPENSATION. Deferred Compensation that a
Participant elects to have credited in dollar amounts shall be credited to the
Participant's Deferred Account as it becomes payable to the Director. Deferred
Compensation payable to a Director during a Plan Year

<PAGE> 4

that a Participant elects to have credited in Units, plus an amount of Units
equal to 25% of such Deferred Compensation for such Plan Year, shall be
credited to the Participant's Deferred Account annually after the end of such
Plan Year on the basis of the average of the Fair Market Values of the Common
Stock on the last trading day in each calendar month during such Plan Year.

ARTICLE 5

DEFERRED ACCOUNTS

5.1 DETERMINATION OF ACCOUNT. On any particular date, a Participant's
Deferred Account shall consist of the aggregate amount of dollars and Units
credited thereto pursuant to Section 4.2, plus any interest credited pursuant
to Section 5.2, plus any dividend equivalents credited pursuant to Section 5.3,
minus the aggregate amount of distributions, if any, made from such Deferred
Account.

5.2 CREDITING OF INTEREST. As of the last day of each Plan Year, each
Deferred Account to which Compensation has been credited in dollar amounts
shall be increased by the amount of interest earned during the Plan Year.
Interest shall be credited at the Rate of Return as of the last day of the Plan
Year based on the average daily balance of the Participant's Deferred Account
since the beginning of the Plan Year, but after the Deferred Account has been
adjusted for any contributions or distributions to be credited or deducted for
such period. Until a Participant or his or her Beneficiary receives his or her
entire Deferred Account, the unpaid balance thereof credited in dollar amounts
shall bear interest as provided in this Section 5.2.

5.3 CREDITING OF DIVIDEND EQUIVALENTS. Each Deferred Account to which
Compensation has been credited in Units shall be credited annually after the
end of each Plan Year with additional Units equal in value to the amount of
cash dividends paid by the Company during such Plan Year on Common Stock
equivalent to the average daily balance of Units in such Deferred Account
during such Plan Year. Such dividend equivalents shall be valued on the basis
of the average Fair Market Value computed pursuant to Section 4.2. Until a
Participant or his or her Beneficiary receives his or her entire Deferred
Account, the unpaid balance thereof credited in Units shall earn dividend
equivalents as provided in this Section 5.3.

5.4 STATEMENT OF BENEFITS. The Committee shall provide to each
Participant, within 120 days after the close of each Plan Year, a statement
setting forth the balance of such Participant's Deferred Account as of the last
day of the preceding Plan Year and showing all adjustments made thereto during
such Plan Year.

ARTICLE 6

VESTING

A Participant shall be 100% vested in his or her Deferred Account at
all times.

<PAGE> 5

ARTICLE 7

PAYMENT OF BENEFITS

7.1 TERMINATION OF SERVICE AS A DIRECTOR OR DEATH. A Participant may
elect in his or her Deferred Compensation Agreement to receive payment his or
her Deferral Benefit in an amount equal to the balance of his or her Deferred
Account, less any amounts previously distributed, upon either:

(a) the Participant's termination of service as a Director of the
Company for any reason, or

(b) the Participant's death.

7.2 FORM OF PAYMENT. Amounts credited to the Deferred Account of a
Participant in dollars and amounts credited in Units shall be paid in cash. The
amount of payment from the Units shall be valued based on the Fair Market Value
of the Common Stock on the last business day of the calendar quarter
immediately prior to the date of distribution. The Deferral Benefit shall be
paid in one of the following forms, as elected by the Participant in his or her
Deferred Compensation Agreement:

(a) equal annual installments over a period of five years
(together, in the case of deferred Compensation credited in dollar
amounts, with interest on the unpaid balance credited after the
payment commencement date pursuant to Section 5.2 and, in the case of
deferred Compensation credited in Units, with dividend equivalents on
the unpaid balance credited after the payment commencement date
pursuant to Section 5.3);

(b) a lump sum; or

The Participant shall designate the percentage payable under each option.

7.3 TIME OF PAYMENT. Commencement of payments under Section 7.1 shall
begin within 60 days following receipt of notice by the Committee of an event
that entitles a Participant (or a Beneficiary) to payments under the Plan, or
at such earlier date as may be determined by the Committee.

7.4 PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or
Beneficiary entitled to receive any benefits hereunder is a minor or is
adjudged to be legally incapable of giving valid receipt and discharge for such
benefits, or is deemed so by the Administrator, benefits will be paid to such
person as the Committee may designate for the benefit of such Participant or
Beneficiary. Such

<PAGE> 6

payments shall be considered a payment to such Participant or Beneficiary and
shall, to the extent made, be deemed a complete discharge of any liability for
such payments under the Plan.

7.5 DISTRIBUTION OF BENEFIT WHEN DISTRIBUTEE CANNOT BE LOCATED. The
Committee shall make all reasonable attempts to determine the identity and/or
whereabouts of a Participant or a Participant's Beneficiary entitled to
benefits under the Plan, including the mailing by certified mail of a notice to
the last known address shown on the Company's or the Committee's records. If
the Committee is unable to locate such a person entitled to benefits hereunder,
or if there has been no claim made for such benefits, the Company shall
continue to hold the benefit due such person, subject to any applicable statute
of escheats.

ARTICLE 8

BENEFICIARY DESIGNATION

8.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at
any time, to designate any person or persons as his or her Beneficiary to whom
payment under the Plan shall be made in the event of his or her death prior to
complete distribution to the Participant of his or her Deferral Benefit. Any
Beneficiary designation shall be made in written instrument filed with the
Committee and shall be effective only when received in writing by the
Committee.

8.2 AMENDMENTS. Any Beneficiary designation may be changed by a
Participant by the filing of a new Beneficiary designation, which will cancel
all Beneficiary designations previously filed.

8.3 NO DESIGNATION. If a Participant fails to designate a Beneficiary
as provided above, or if all designated Beneficiaries predecease the
Participant, then the Participant's designated

Beneficiary shall be deemed to be the Participant's estate.

8.4 EFFECT OF PAYMENT. Payment to a Participant's Beneficiary (or,
upon the death of a Beneficiary, to his or her estate) shall completely
discharge the Company's obligations under the Plan.

ARTICLE 9

ADMINISTRATION

9.1 COMMITTEE. The Administrative Committee for the Plan (the
"Committee") shall consist of the Chairman of the Board (provided he or she is
not a non-employee Director) and two Company officers or Directors who are not
non-employee Directors who shall be appointed by the Chairman of the Board.

9.2 DUTIES AND RESPONSIBILITIES. The Committee shall have the
following duties and responsibilities:

<PAGE> 7

(a) The Committee shall be responsible for the fulfillment of
all relevant reporting and disclosure requirements set forth in the
Plan and the Code, the distribution thereof to Participants and their
Beneficiaries, and the filing thereof with the appropriate
governmental officials and agencies.

(b) The Committee shall maintain and retain necessary records
regarding its administration of the Plan and matters upon which
disclosure is required under the Plan and the Code.

(d) The Committee is empowered to settle claims against the
Plan and to make such equitable adjustments in a Participant's or
Beneficiary's rights or entitlements under the Plan as it deems
appropriate in the event an error or omission is discovered or claimed
in the operation or administration of the Plan.

(e) The Committee may construe the Plan, correct defects,
supply omissions or reconcile inconsistencies to the extent necessary
to effectuate the Plan, and such action shall be conclusive.

9.3 POWER AND AUTHORITY. The Committee is hereby vested with all the
power and authority necessary in order to carry out its duties and
responsibilities imposed hereunder in connection with the administration of the
Plan. For such purpose, the Committee shall have the power to adopt rules and
regulations consistent with the terms of the Plan.

9.4 DELEGATION OF AUTHORITY. The Committee may appoint an individual,
who may be an employee of the Company, to be the Committee's agent with respect
to the day-to-day administration of the Plan. In addition, the Committee may,
from time to time, employ other agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with counsel who may
be counsel to the Company.

9.5 BINDING EFFECT OF DECISIONS. Any decision or action of the
Committee with respect to any questions arising out of or in connection with
the administration, interpretation and application of the Plan shall be final
and binding upon all persons having any interest in the Plan.

9.6 INDEMNIFICATION. To the fullest extent permitted by law, each
person who is or shall have been a member of the Committee shall be indemnified
and held harmless by the Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or her, provided that the person shall
give the Company an

<PAGE> 8

opportunity, at its own expense, to handle and defend the same before the
person undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights
of indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.

ARTICLE 10

AMENDMENT OR TERMINATION OF THE PLAN

The Board may at any time amend, suspend, terminate or reinstate any
or all of the provisions of the Plan, provided that no such amendment,
suspension or termination shall operate to decrease a Participant's Deferred
Account as it existed as of the effective date of such amendment, suspension or
termination without such Participant's consent.

ARTICLE XI

MISCELLANEOUS

11.1 FUNDING. Neither Participants, nor their Beneficiaries, nor their
heirs, successors or assigns, shall have any secured interest or claim in any
property or assets of the Company. The Company's obligation under the Plan
shall be merely that of an unfunded and unsecured promise of the Company to pay
money in the future. It is the intention of the Company that the Plan be
unfunded for tax purposes and for purposes of Title I or ERISA. The Company may
create a Rabbi Trust or similar trust to hold funds, Common Stock or other
securities to be used in payment of its obligation under the Plan; provided,
however, that any funds contained therein shall remain liable for the claims of
the Company's general creditors.

11.2 NONTRANSFERABILITY.

(a) No right or interest under the Plan of a Participant or
his or her Beneficiary (or any person claiming through or under any of
them), shall be (i) assignable or transferable in any manner, (ii)
subject to alienation, anticipation, sale, pledge, encumbrance,
attachment, garnishment or other legal powers or (iii) in any manner
liable for or subject to the debts or liabilities of the Participant
or Beneficiary. If any Participant or Beneficiary (other than the
surviving spouse of any deceased Participant) shall attempt to or
shall transfer, assign, alienate, anticipate, sell, pledge or
otherwise encumber his or her benefits hereunder or any part thereof,
or if by reason of his or her bankruptcy or other event happening at
any time such benefits would devolve upon anyone else or would not be
enjoyed by him or her, then the Committee, in its discretion, may
terminate his or her interest in any such benefit to the extent the
Committee considers necessary or advisable to prevent or limit the
effects of such occurrence. Termination shall be effected by filing a
written "termination declaration" with

<PAGE> 9

the Secretary of the Company and making reasonable efforts to deliver
a copy to the Participant or Beneficiary whose interest is adversely
affected (the "Terminated Participant").

(b) As long as the Terminated Participant is alive, any
benefits affected by the termination shall be retained by the Company
and, in the Committee's sole and absolute judgment, may be paid to or
expended for the benefit of the Terminated Participant, his or her
spouse, his or her children or any other person or persons in fact
dependent upon him or her in such a manner as the Committee shall deem
proper. Upon the death of the Terminated Participant, all benefits
withheld from him or her and not paid to others in accordance with the
preceding sentence shall be disposed of according to the provisions of
the Plan that would apply if he or she died prior to the time that all
benefits to which he or she was entitled were paid to him or her.

11.3 HEADINGS FOR CONVENIENCE. The headings contained herein are for
convenience only and shall not control or affect the meaning or construction
hereof.

11.4 GOVERNING LAW. The provisions of the Plan shall be administered,
construed, interpreted and enforced in accordance with the laws of the State of
Florida, except to the extent such laws have been expressly preempted by
federal law.

11.5 COMPANY SUCCESSORS. The provision of the Plan shall bind and
inure to the benefit of the Company and its successors and assigns. The term
successors as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise, acquire
all or substantially all of the business and assets of the Company and
successors of any such corporation or other business entity.

11.6 GENDER; SINGULAR AND PLURAL REFERENCES. Throughout this Plan, and
wherever appropriate, the masculine gender shall be deemed to include the
feminine and neuter; the singular, the plural; and visa versa.

11.7 NO IMPLIED RIGHTS TO DIRECTORS. Nothing contained herein shall be
construed to confer upon any Director the right to be retained as a Director of
the Company or in any other capacity.

11.8 WITHHOLDING. Payments under the Plan shall be made net of an
amount sufficient to satisfy any federal, state or local withholding tax
liability.

11.9 CONDITIONS PRECEDENT TO EFFECTIVENESS. The Plan shall become
effective upon the satisfaction of all the following conditions, with the
effective date of the Plan being the date that the last such condition is
satisfied:

(a) the adoption of the Plan by the Board of Directors; and

(b) the closing of the initial public offering of the Common
Stock.

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

Tampa, Florida

June 3, 1997

<PAGE> 1
EXHIBIT 23.3

CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR

As a person named in this registration statement as being about to
become a director of Lamalie Associates, Inc., I hereby consent to my
identification in that capacity and to all references to me and information
about me included in or made a part of this registration statement.

/s/ Joe D. Goodwin
------------------
Joe D. Goodwin

As of April 28, 1997

<PAGE> 1
EXHIBIT 23.4

CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR

/s/ Roderick C. Gow
-------------------
Roderick C. Gow

As of April 28, 1997

<PAGE> 1
EXHIBIT 23.5

CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR

As a person named in this registration statement as being about to
become a director of Lamalie Associates, Inc., I hereby consent to my
identification that capacity and to all references to me and information
about me included in or made a part of this registration statement.

/s/ John S. Rothschild
----------------------
John S. Rothschild

As of April 28, 1997

<PAGE> 1
EXHIBIT 23.6

CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR

/s/ Ray J. Groves
-----------------
Ray J. Groves

As of April 28, 1997

<PAGE> 1
EXHIBIT 23.7

CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR

/s/ Richard W. Pogue
--------------------
Richard W. Pogue

As of April 28, 1997

<PAGE> 1
EXHBITI 23.8

CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR

/s/ John C. Pope
----------------
John C. Pope

As of April 28, 1997