WORK INTERNATIONAL CORP, S-1/A, 1998-08-25

WORK INTERNATIONAL CORP
S-1/A, 1998-08-25
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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1998

REGISTRATION NO. 333-58925

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

SECURITIES AND EXCHANGE COMMISSION

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

AMENDMENT NO. 1

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

WORK INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
<S> <C> <C>
TEXAS 7363 76-0547157
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
700 LOUISIANA, SUITE 3900
HOUSTON, TEXAS 77002
PHONE: (713) 228-9675
FAX: (713) 225-6104
</TABLE>

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

B. GARFIELD FRENCH
WORK INTERNATIONAL CORPORATION
700 LOUISIANA, SUITE 3900
HOUSTON, TEXAS 77002
PHONE: (713) 228-9675
FAX: (713) 225-6104

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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

With copies to:

ROBERT G. REEDY JOHN J. KELLEY III
PORTER & HEDGES, L.L.P. KING & SPALDING
700 LOUISIANA, 35TH FLOOR 191 PEACHTREE STREET, N.E.
HOUSTON, TEXAS 77002-2764 ATLANTA, GEORGIA 30303-1763
PHONE: (713) 226-0674 PHONE: (404) 572-4600
FAX: (713) 226-0274 FAX: (404) 572-5100

APPROXIMATE DATE 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 AUGUST 25, 1998

6,458,334 SHARES

[LOGO TO COME]

WORK INTERNATIONAL CORPORATION

COMMON STOCK

-----------

All of the 6,458,334 shares of common stock, par value $.001 per share (the
"Common Stock"), offered hereby (the "Offering") are being offered by WORK
International Corporation (the "Company" or "WORK"). While the Company's name
describes the Company as international, its current operations are in the
United States and Canada.

Prior to the Offering, there has been no public market for the Common Stock.
The Company and the Underwriters currently estimate that the initial public
offering price will be between $11.00 and $13.00 per share. See "Underwriting"
for a discussion of the factors they will consider in determining the initial
public offering price. The Company has applied to have the Common Stock
approved for listing on the New York Stock Exchange under the symbol "WOR."

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR MATERIAL RISKS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.

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)...................................... $ $ $
</TABLE>

(2) Before deducting offering expenses payable by the Company, estimated at
$3,945,000. Approximately $29.3 million of the Offering proceeds will be
payable to persons who will become directors or executive officers of the
Company or beneficial owners of 5% or more of the outstanding Common Stock
following the Offering as consideration for the Acquisitions of the
Founding Companies.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
968,750 additional shares of Common Stock solely to cover over-allotments,
if any. If such option is exercised in full, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $ and $ ,
respectively. See "Underwriting."

The shares of Common Stock are offered severally by the Underwriters named
herein subject to prior sale when, as and if received and accepted by the
Underwriters, subject to their right to reject orders, in whole or in part, and
to certain other conditions. It is expected that delivery of the certificates
will be made against payment therefor at the office of The Robinson-Humphrey
Company, LLC, Atlanta, Georgia on or about , 1998.

THE ROBINSON-HUMPHREY COMPANY

J.C. BRADFORD & CO.

ABN AMRO INCORPORATED

, 1998
<PAGE>

EDGAR ONLY

[MAP SHOWING GEOGRAPHIC SERVICE CAPABILITIES AND LOCATIONS OF HEADQUARTERS
AND THE PLATFORM COMPANIES; 49 OFFICES, 6,000 EMPLOYEES.]

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

2
<PAGE>

PROSPECTUS SUMMARY

Simultaneous with and as a condition of the Offering, the Company plans to
acquire, in separate transactions (collectively, the "Acquisitions"), in
exchange for consideration including shares of its Common Stock, 16 staffing
services firms (collectively, the "Founding Companies"). See "The Company."
Unless otherwise indicated by the context, references herein to (i) "WORK" mean
WORK International Corporation, and (ii) the "Company" mean WORK and the
Founding Companies, after giving effect to the Acquisitions.

The following summary is qualified in its entirety by the detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, the information in
this Prospectus (i) gives effect to the Acquisitions, (ii) assumes the
Underwriters do not exercise their over-allotment option, (iii) assumes an
initial public offering price of $12.00 per share (the midpoint of the range of
estimated initial public offering prices set forth on the cover page of this
Prospectus) and (iv) gives effect to a 1.995192-for-one reverse split of Common
Stock (the "Reverse Stock Split") effected on July 10, 1998.

COMPANY SUMMARY

The Company was founded in 1997 to become a leading domestic and
international provider of diversified staffing and outsourcing services. Upon
completion of the Offering, WORK will acquire the 16 Founding Companies which
on average have been in business for approximately 16 years. After the
Offering, the Company will operate 49 offices in 13 states and the District of
Columbia in addition to an office in Toronto, Canada. The Company's pro forma
1997 revenues and income from operations were $168.1 million and $13.3 million,
respectively, and the Company's 1997 pro forma gross margin was 32%.
Furthermore, combined historical revenues of the Founding Companies grew at a
compounded annual rate of 32% from 1995 to 1997.

The Company offers a broad range of staffing and outsourcing services to
numerous industries and focuses on high margin, high growth accounts. The
Company's staffing and outsourcing services are divided into two general
operating groups: Specialty Services and Business Support Services. Specialty
Services include Information Technology ("IT") Services and Other Specialty
Services. IT Services include offering computer programming, network support,
personal computer help desk, software engineering and systems analysis and
design personnel. Other Specialty Services include offering legal, financial,
human resources, specialty medical and call center personnel, as well as other
professionals on a project basis to clients. Business Support Services
primarily includes offering office/clerical support personnel such as word
processors, administrative assistants, bookkeepers, customer service
representatives and data entry personnel. The Company also provides permanent
placement, outsourcing and training services to its clients. Specialty Services
contributed 51% of the Company's 1997 pro forma revenue, which was comprised of
30% and 70% for IT Services and Other Specialty Services, respectively.
Business Support Services contributed 49% of the Company's pro forma revenue
for 1997.

The Company is targeting IT Services and Other Specialty Services, such as
legal and financial staffing, because the Company believes that these segments
offer among the most attractive growth rates and margins in the staffing
industry. Moreover, the Company is focused on certain specialty niche areas
such as providing human resources specialists and biostatisticians, because the
Company believes that such niche services are subject to less competition and
can be developed into substantial business units for the Company.

While the Company intends to emphasize IT Services and Other Specialty
Services in its growth strategy, the Company believes that there are important
advantages to having certain Business Support Services included in its Founding
Company group. In addition to attractive margins and growth rates, the Founding
Companies in Business Support Services provide the Company with significant
operations in certain key metropolitan markets, including Houston and
Washington, D.C., and, in many cases, a well-developed management and systems
infrastructure. Accordingly, WORK acquired the companies offering Business
Support Services primarily as "platform" companies for the entry into desirable
geographic markets and for cross-selling of IT Services and

3
<PAGE>

Other Specialty Services. The Company intends to use the infrastructure of its
platform companies to support the entry of IT Services and Other Specialty
Services into new markets.

The Company intends to implement its operating and acquisition strategies to
build upon the strong historical growth and strong margins of the Founding
Companies.

KEY ELEMENTS OF THE COMPANY'S OPERATING STRATEGY ARE TO:

. Focus on high margin, high growth service offerings

. Introduce and cross-sell specialty services

. Adopt best practices, policies and procedures

. Maintain decentralized management

. Provide strong incentives to management

KEY ELEMENTS OF THE COMPANY'S ACQUISITION STRATEGY ARE TO:

. Selectively acquire high margin, high growth companies

. Maintain separate acquisition team

. Capitalize on status of Company as attractive acquiror

. Leverage industry reputation and contacts of senior management

The Company recognizes the importance of effectively integrating the
operations of the Founding Companies as well as the operations of companies
acquired in the future. The Company has established a separate integration team
to create and implement corporate policies and procedures established for the
operational and financial reporting systems of the Founding Companies and any
subsequent acquisitions. While the Company is developing its integration
policies and procedures, the Company will rely on the Founding Companies'
existing systems and will standardize these systems as soon as practicable with
minimal interruption to its business operations.

The Company is a Texas corporation with its principal executive offices
located at 700 Louisiana, Suite 3900, Houston, Texas 77002, and its telephone
number is (713) 228-9675.

4
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the
Company...................... 6,458,334 shares
Common Stock to be Outstanding
after the Offering(1)........ 14,316,327 shares
Use of Proceeds............... To pay the cash portion of the purchase price
for the Founding Companies and to repay
indebtedness of the Founding Companies. See "Use
of Proceeds" and "Certain Transactions."
Proposed New York Stock
Exchange symbol.............. "WOR"
</TABLE>
- --------

(1) The number of shares estimated to be outstanding on completion of this
Offering consists of (i) 905,718 shares issued by WORK prior to the
Offering, (ii) 6,438,540 shares to be issued as consideration in the
Acquisitions; (iii) 513,735 shares issued on the automatic conversion of
WORK's Series A Preferred Stock and Series B Preferred Stock (collectively,
the "Preferred Stock") on completion of this Offering; and (iv) the
6,458,334 shares being offered hereby. Such share number does not include
(a) an aggregate of 1,318,000 shares subject to options to be granted upon
completion of the Offering under the Company's 1998 Incentive Plan (the
"Incentive Plan"), which will have an exercise price equal to the initial
public offering price per share, or (b) the 968,750 additional shares which
may be issued pursuant to the Underwriters' over-allotment option, if
exercised. See "Management--Incentive Plan" and "Certain Transactions--
Organization of WORK."

RISK FACTORS

An investment in the shares of Common Stock involves significant risks that a
potential investor should consider carefully. See "Risk Factors" beginning on
page 10 for material risks that should be considered by prospective purchasers
of the Common Stock offered hereby.

5
<PAGE>

SUMMARY PRO FORMA COMBINED FINANCIAL INFORMATION

WORK will acquire the Founding Companies simultaneously with and as a
condition to the consummation of this Offering. For financial statement
presentation purposes, Sparks Personnel Services, Inc., and its affiliated
companies, Sparks Associates, Inc. and Customer Care Solutions, L.L.C.
(collectively, "Sparks") have been identified as the accounting acquirer. The
following summary unaudited pro forma financial information presents certain
data for the Company, as adjusted for (i) the effects of the Acquisitions on a
historical basis, (ii) the effects of certain pro forma adjustments to the
historical financial statements, (iii) the consummation of this Offering and
the application of the net proceeds therefrom, and (iv) the Reverse Stock
Split. The pro forma financial data of the Company do not purport to represent
what the Company's results of operations or financial position actually would
have been had these events, in fact, occurred on the date or at the beginning
of the period indicated, nor are they intended to project the Company's results
of operations or financial position for any future date or period. See
"Selected Historical and Pro Forma Combined Financial Data" and the Unaudited
Pro Forma Combined Financial Statements and the notes thereto included
elsewhere in this Prospectus.
<TABLE>
<CAPTION>
PRO FORMA COMBINED
-------------------------------
SIX
YEAR ENDED MONTHS ENDED
DECEMBER 31, 1997 JUNE 30, 1998
----------------- -------------
($ IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA(1):
Revenues................................... $ 168,147 $ 94,328
Cost of services........................... 113,794 63,151
---------- ----------
Gross profit............................... 54,353 31,177
Selling, general and administrative
expenses(2)............................... 38,070 22,001
Amortization of goodwill(3)................ 2,935 1,468
---------- ----------
Income from operations..................... 13,348 7,708
Other income, net.......................... 268 207
Interest expense(4)........................ 7 4
---------- ----------
Income before provision for income taxes... 13,609 7,911
Provision for income taxes(5).............. 6,734 3,752
---------- ----------
Net income................................. $ 6,875 $ 4,159
========== ==========
Net income per share--basic and diluted.... $ .48 $ .29
========== ==========
Shares used in computing pro forma net
income per share(6)....................... 14,316,327 14,316,327
========== ==========
OTHER DATA:
EBITDA(7).................................. $ 17,332 $ 9,806
EBITDA margin.............................. 10.3% 10.4%
Gross margin............................... 32.3% 33.1%
</TABLE>

<TABLE>
<CAPTION>
AT JUNE 30, 1998
---------------------
PRO FORMA AS
COMBINED ADJUSTED(9)
--------- ----------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA(8):
Working capital.......................................... $(67,349) $ 2,317
Total assets............................................. 135,070 134,957
Total debt, including current portion.................... 68,367 124
Stockholders' equity..................................... 54,856 122,986
</TABLE>
- --------
(1) Assumes the Acquisitions and the Offering were completed on January 1,
1997.

(2) The pro forma combined statements of operations data include the effect (i)
of a reduction of approximately $7.4 million and $2.4 million in
compensation and benefits for the periods ended December 31, 1997 and June
30, 1998, respectively, as agreed to as part of the purchase agreements by
the owners of the Founding Companies on a prospective basis; and (ii) the
elimination of a non-cash, non-recurring compensation charge of
approximately $7.4 million by the Company for the year ended December 31,
1997 offset by a charge of $0.8 million for incremental salary and
administration expenses.
(3) Reflects amortization of the goodwill to be recorded as a result of the
Acquisitions amortized over a 40-year period and computed on the basis
described in Note 3 of Notes to Unaudited Pro Forma Combined Financial
Statements.
(4) Reflects the effect of the elimination of the assumed debt of the Founding
Companies resulting from the repayment of such debt with a portion of the
proceeds from the Offering.
(5) Assumes all income is subject to an effective corporate tax rate of 40% and
the non-deductibility of goodwill.
(6) Computed on a basis described in the Unaudited Pro Forma Combined Financial
Statements.

6
<PAGE>

(7) Represents earnings before interest, income taxes, depreciation and
amortization ("EBITDA"). Based on its experience in the industry, the
Company believes that EBITDA is an important tool for measuring the
performance of companies in the industry (including potential acquisition
targets) in several areas such as liquidity, operating performance and
leverage. In addition, lenders use EBITDA as a criterion in evaluating
companies in the industry. The EBITDA measure for the Company may not be
consistent with similarly titled measures for other companies. EBITDA
should not be considered as an alternative to operating or net income (as
determined in accordance with generally accepted accounting principles) as
an indicator of the Company's performance or to cash flow from operations
(as determined in accordance with generally accepted accounting principles)
as a measure of liquidity. See the historical statements of cash flows
included herein and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Combined and Selected Founding
Companies" for discussion of other measures of performance determined in
accordance with generally accepted accounting principles and the Company's
sources and applications of cash flow.

(8) The pro forma combined balance sheet data (i) assume the Acquisitions
occurred on June 30, 1998; (ii) include the effect of assets distributed to
owners of certain of the Founding Companies; and (iii) gives effect to a
liability for the cash consideration of $66,850,000 to be paid in
connection with the Acquisitions.
(9) Adjusted for the sale of 6,458,334 shares of Common Stock offered hereby
and the application of the net proceeds therefrom. See "Use of Proceeds."

7
<PAGE>

SUMMARY HISTORICAL INDIVIDUAL FOUNDING COMPANY FINANCIAL DATA

The following table presents certain summary historical statement of
operations data of the Founding Companies for the fiscal years 1995, 1996 and
1997, and for the six month periods ended June 30, 1997 and 1998. The
statements of operations data presented below have been derived for certain of
the Founding Companies and certain of the periods from the historical financial
statements of such Founding Companies, included elsewhere in this Prospectus.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Combined and Selected Founding Companies."

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
FISCAL YEAR JUNE 30,
----------------------- --------------
1995 1996 1997 1997 1998
------ ------- ------- ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
SPECIALTY SERVICES COMPANIES:
IT SERVICES COMPANIES:
PCN:
Revenue............................. $9,236 $ 9,902 $11,286 $5,015 $7,364
Gross Profit........................ 2,331 3,031 3,901 1,655 2,292
Operating Income.................... 253 440 899 176 610
ABSOLUTELY/BOTAL:
Revenue............................. 5,390 5,988 10,409 4,701 6,230
Gross Profit........................ 2,096 2,216 3,489 1,572 2,192
Operating Income (Loss)............. (75) 176 934 396 831
TASK:
Revenue............................. 4,364 5,239 6,267 3,222 4,020
Gross Profit........................ 1,523 1,808 2,148 1,049 1,413
Operating Income (Loss)............. 437 722 (682) (378) 749
OTHER SPECIALTY SERVICES COMPANIES:
SMITH HANLEY:
Revenue............................. $7,315 $11,943 $16,321 $8,454 $9,077
Gross Profit........................ 6,598 9,397 11,770 6,314 6,225
Operating Income.................... 271 306 723 1,294 807
WSI:
Revenue............................. 2,150 4,000 5,728 2,622 3,163
Gross Profit........................ 616 1,186 1,856 859 988
Operating Income.................... 67 241 232 313 281
BENETEMPS:
Revenue............................. 2,496 3,712 4,115 1,941 2,378
Gross Profit........................ 721 1,054 1,047 509 663
Operating Income (Loss)............. 79 135 (13) 291 217
LAW PROS:
Revenue............................. 740 1,438 3,931 1,741 1,327
Gross Profit........................ 214 435 1,228 466 467
Operating Income.................... 132 184 706 283 106
LAW RESOURCES:
Revenue............................. 4,367 3,593 3,492 1,628 2,061
Gross Profit........................ 1,876 1,697 1,436 699 903
Operating Income (Loss)............. 38 23 (132) (238) 179
AIM:
Revenue............................. 2,339 2,264 2,781 1,377 1,541
Gross Profit........................ 761 795 918 432 510
Operating Income.................... 211 241 264 115 151
CONTRACT HEALTH:
Revenue............................. 755 1,163 2,100 969 1,236
Gross Profit........................ 197 318 588 271 330
Operating Income.................... 83 137 272 116 132
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS
FISCAL YEAR ENDED JUNE 30,
------------------------ ---------------
1995 1996 1997 1997 1998
------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BUSINESS SUPPORT SERVICES COMPANIES:
BURNETT:
Revenue............................ $23,871 $30,377 $41,201 $19,812 $22,606
Gross Profit....................... 6,466 8,225 10,529 4,980 6,210
Operating Income................... 763 1,655 2,399 1,206 1,718
SPARKS:
Revenue............................ 15,777 22,644 27,124 13,543 14,783
Gross Profit....................... 4,528 6,046 7,520 3,769 4,216
Operating Income................... 1,697 2,244 2,886 1,596 1,634
CORELINK:
Revenue............................ 5,375 6,148 11,167 4,723 6,093
Gross Profit....................... 1,536 1,509 2,407 1,032 1,484
Operating Income (Loss)............ (17) 121 (105) 265 276
TOSI:
Revenue............................ 4,893 6,868 9,484 4,709 6,137
Gross Profit....................... 1,052 1,439 2,195 1,083 1,392
Operating Income (Loss)............ 140 152 871 431 (8)
ACCESS:
Revenue............................ 5,173 8,867 8,558 4,500 3,910
Gross Profit....................... 1,287 2,122 2,132 1,091 1,098
Operating Income................... 88 665 577 317 265
CORE:
Revenue............................ 2,050 2,802 4,185 1,970 2,402
Gross Profit....................... 641 925 1,190 542 794
Operating Income................... 73 307 325 193 304
</TABLE>

9
<PAGE>

RISK FACTORS

In addition to the other information in this Prospectus, prospective
purchasers of the Common Stock offered hereby should consider carefully the
following factors before deciding to invest in the Common Stock. To the extent
this Prospectus contains certain forward-looking statements, actual results
could differ materially from those projected in the forward-looking statements
as a result of any number of factors, including the risk factors set forth
below and elsewhere in this Prospectus.

ABSENCE OF COMBINED OPERATING HISTORY

WORK has conducted no operations to date other than in connection with this
Offering and its pending acquisitions of the Founding Companies in separate
transactions. The Founding Companies have operated, and will continue to
operate prior to the closing of the Acquisitions, as separate, independent
businesses and there can be no assurance that the Company will be able to
integrate the operations of these businesses successfully or to institute the
necessary systems and procedures, including accounting and financial reporting
systems, to manage the combined enterprise on a profitable basis and to report
the results of operations of the combined entities on a timely basis. The
management group has been assembled only recently and there can be no
assurance that the management group will be able to oversee the combined
companies and effectively implement the Company's operating and internal
growth, acquisition or integration strategies. The pro forma combined
financial statements of the Company cover periods when the Founding Companies
and WORK were not under common control or management and may not be indicative
of the Company's future financial or operating results.

RISKS OF INTEGRATING FOUNDING COMPANIES AND ACQUIRED BUSINESSES

The Company will initially rely on the separate systems of each of the
Founding Companies, but the success of the Company will depend, in part, on
the extent to which the Company is able to centralize and integrate necessary
systems and functions, including operational and financial reporting systems,
among the Founding Companies and such additional businesses as the Company may
acquire. The inability of the Company to successfully centralize and integrate
such systems and functions could have a material adverse effect on the
Company's business, financial condition and results of operations and
adversely affect the Company's implementation of its operating and internal
growth, acquisition and integration strategies. See "The Company" and
"Business--Operating and Internal Growth Strategy," "--Acquisition Strategy,"
and "--Integration Strategy."

DEPENDENCE UPON ACQUISITIONS FOR GROWTH

One element of the Company's growth strategy is to acquire staffing services
firms that complement its existing operations, including firms that are in
geographic regions not currently served by the Company. This acquisition
strategy presents risks that, singly or in any combination, could materially
adversely affect the Company's business and financial performance. These risks
include those inherent in assessing the value, strengths, weaknesses,
integratability, contingent or other liabilities and potential profitability
of the acquisition candidate, the possibility of the adverse effect on
existing operations of the Company from the diversion of management attention
and resources to acquisitions and the possible loss of acquired customers and
key personnel, including sales representatives. The success of the Company's
acquisition strategy will depend on the extent to which acquisition candidates
continue to be available at attractive valuations and whether the Company will
be able to acquire, successfully integrate and profitably manage additional
businesses. The Company believes the staffing services industry is subject to
rapid consolidation on an international, national and regional scale, and
competition for acquisition candidates could materially increase the cost of
acquiring businesses. The Company has identified certain possible acquisition
candidates, but has no binding agreement or letter of intent in effect with
respect to any acquisition (other than the Acquisitions), and the timing, size
and success of the Company's acquisition efforts and the associated capital
commitments cannot be readily predicted. Accordingly, no assurance can be
given that the Company's strategy will succeed. See "Business--Acquisition
Strategy."

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RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH

The Company has experienced rapid growth through the acquisition of the
Founding Companies, and this rapid growth has placed, and is expected to
continue to place significant demands on the Company's managerial, operational
and financial resources. To manage its growth, the Company must continue to
implement and improve its operational and financial systems and to expand,
train and manage its employee base. There can be no assurance that the Company
has made adequate allowances for the costs and risks associated with this
expansion, that the Company's systems, procedures or controls will be adequate
to support the Company's operations or that the Company's management will be
able to successfully offer the Company's services and implement its business
plan. The Company's future operating results will also depend on its ability
to expand its support organization commensurate with the growth of its
business and to integrate newly acquired operations. Any failure by the
Company's management to effectively anticipate, implement and manage the
changes required to sustain the Company's growth could have a material adverse
effect on the Company's business, financial condition and results of
operations. There can be no assurance that the Company will be able to
effectively manage such change. See "Business--Operating and Internal Growth
Strategy" and "--Acquisition Strategy."

BUSINESS SUBJECT TO GENERAL ECONOMIC CONDITIONS

Demand for the Company's staffing services is significantly affected by the
general level of economic activity and unemployment in the United States and
Canada. When economic activity increases, temporary employees are often added
before full-time employees are hired. However, as economic activity slows,
many companies reduce their use of temporary employees before laying off full-
time employees. In addition, the Company may experience increased competitive
pricing pressure during such periods of economic downturn. Therefore, any
significant economic downturn could have a material adverse effect on the
Company's business. During periods of increased economic activity and
generally higher levels of employment, the competition among staffing firms
for qualified personnel is intense. As the labor market tightens, there is
greater demand and competition for skilled workers needed to fill client
orders and wages generally increase. There can be no assurance that during
these periods the Company will be able to recruit candidates necessary to fill
its clients' staffing needs or that increased wage costs can be passed on to
clients through increased billings.

DEPENDENCE UPON KEY MANAGEMENT PERSONNEL

The Company's operations depend, in part, on the continuing efforts of B.
Garfield French, its President and Chief Executive Officer, Samuel R. Sacco,
its Chairman of the Board, and other key executive officers and the senior
management of the Founding Companies. The Company likely will also depend on
the senior management of any significant businesses it acquires in the future.
Although the Company has entered into employment agreements with Messrs.
French and Sacco and other executive officers of WORK and senior management of
the Founding Companies, there can be no assurance that the Company will be
able to retain their services or that the non-competition clauses of the
employment agreements will be enforceable. In addition, the Company has a
$1,000,000 key person life insurance policy on the life of Mr. French;
however, the proceeds of that policy may not be sufficient to compensate the
Company for the loss of Mr. French's services. The Company does not have such
policies in place on any of its other employees. The business or prospects of
the Company could be affected adversely if any of these persons does not
continue his employment with the Company and the Company is unable to attract
and retain qualified replacements.

DEPENDENCE UPON AVAILABILITY OF QUALIFIED EMPLOYEES

The success of the Company's growth strategy, as well as the Company's
current operations, will depend on the extent to which the Company is able to
retain, recruit and train qualified employees who meet the Company's standards
of professionalism and service to its customers. There can be no assurance
that the Company will be able to retain, recruit and train sufficient
qualified employees in order to execute its business plan. See "Business--
Corporate Level Support--Employee Training."

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DEPENDENCE UPON AVAILABILITY OF CANDIDATES

The Company depends on its ability to attract, train and retain personnel
who possess the skills and experience necessary to meet the staffing
requirements of its clients. Competition for individuals with proven skills in
certain areas, particularly technical and professional is intense. This
competition in certain skill areas can be intensified due to relative
shortages of qualified candidates in those areas such as the current shortage
of qualified IT candidates. In addition, the number of candidates decreases
during periods of low unemployment. The Company must continually evaluate,
train and upgrade its base of available personnel to keep pace with clients'
needs. Competition for individuals with proven technical or professional
skills is intense and demand for such individuals is expected to remain strong
for the foreseeable future. There can be no assurance that qualified personnel
will continue to be available to the Company in sufficient numbers and on
economic terms acceptable to the Company. See "Business--Corporate Level
Support--National Recruiting and Retention Program for Candidates."

RISKS ASSOCIATED WITH GEOGRAPHIC CONCENTRATION OF CERTAIN BUSINESS

Because of the concentration of the Company's offices in the Washington,
D.C., New York/New Jersey and Houston areas, a significant economic downturn
in either of those regions could adversely affect the Company's revenues.
Revenues from Founding Companies whose primary offices are based in these
areas accounted for approximately 21%, 22% and 25% of the Company's pro forma
combined revenues for 1997 and 20%, 22% and 24% for the six months ended June
30, 1998, respectively. As a result, an economic downturn in one of these
regions could adversely affect the Company's results of operations. See "The
Company," and "Business."

RISKS ASSOCIATED WITH INCREASED EMPLOYEE COSTS

The Company is responsible for and pays unemployment insurance premiums and
workers' compensation for its temporary employees. Unemployment insurance
premiums may increase as a result of, among other things, increased levels of
unemployment and the lengthening of periods for which unemployment benefits
are available. Workers' compensation costs may increase as a result of changes
in the Company's experience rating or applicable laws. Furthermore, annual
workers' compensation expenses and the related liability accrual are based on
various estimates, including the cost of estimated future benefits. Any
material variation from the estimate of future benefits could have a material
adverse effect on the Company. There can be no assurance that the Company will
be able to increase the fees charged to its clients in a timely manner and
sufficient amount to cover increased costs related to workers' compensation
and unemployment insurance or health benefits if such health benefits are
extended to temporary employees as proposed in certain recent federal and
state legislative proposals. See "Business--Government Regulation."

EMPLOYMENT LIABILITY RISKS

Temporary staffing services providers employ and place people generally in
the workplaces of other businesses. An inherent risk of such activity includes
possible claims of discrimination and harassment, employment of illegal
aliens, violations of wage and hour requirements, errors and omissions of its
temporary employees, particularly for the actions of professionals (e.g.,
information technology specialists, attorneys, accountants and engineers),
misuse of client proprietary information, misappropriation of funds, other
criminal activity or torts, claims under health and safety regulations and
other similar claims. The failure of any Company employee or personnel to
observe the Company's policies and guidelines intended to reduce exposure to
these risks, relevant client policies and guidelines or applicable federal,
state or local laws, rules or regulations could result in negative publicity
and payment by the Company of monetary damages or fines or have other material
adverse effects on the Company. Moreover, in certain circumstances, the
Company may be held responsible for the actions at a workplace of persons not
under the Company's direct control. Although the Company historically has not
had any significant problems in this area, there can be no assurance that the
Company will not experience

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<PAGE>

such problems in the future. To reduce its exposure, the Company maintains
and, in certain cases, may be required to maintain, insurance and fidelity
bonds covering general liability, workers' compensation claims, errors and
omissions, and employee theft. There can be no assurance that such insurance
or fidelity bond coverage will continue to be available at reasonable costs or
that it will be sufficient in amount or scope to cover any such liability.
Temporary staffing providers also are affected by fluctuations and
interruptions in the business of their clients. For example, inclement weather
or work stoppages, which may require clients to close or reduce their hours of
operation, can adversely affect the Company's revenues. See "Business--
Litigation and Insurance."

SIGNIFICANT COMPETITION

The temporary staffing industry is highly competitive and extremely
fragmented with limited barriers to entry. The Company faces significant
competition in the markets it serves and is likely to face significant
competition in any new market it enters. A significant number of competitors
have greater marketing, financial and other resources than the Company and
could provide new or increased competition to the Company. The Company
competes for potential clients with providers of outsourcing services, systems
integrators, computer system consultants, other providers of staffing
services, temporary personnel agencies and search firms. Price competition in
the staffing industry is intense, particularly for the provision of
office/clerical and production, assembly and distribution personnel, and
pricing pressures from competitors and customers are increasing. For example,
many large customers are demanding significantly discounted prices for service
offerings. In addition, to the extent that the Company offers fixed price
contracts to clients in the future, the Company may be responsible for cost
overruns which would have an adverse impact on earnings. The Company had no
fixed price contracts during the six months ended June 30, 1998. The Company
expects that the level of competition will remain high in the future.
Competition, particularly from companies with greater financial resources than
the Company, could have a material adverse effect on the Company's operations
and profitability. See "Business--Competition."

RISKS ASSOCIATED WITH CONSIDERATION PAID IN ACQUISITIONS

WORK has negotiated acquisitions on an individual, company-by-company basis,
using valuations based on prior and anticipated operating results of the
Founding Companies. No third party appraisals of the Founding Companies were
obtained by the Company for purposes of the Offering nor has a fairness
opinion been obtained in connection with the Acquisitions. Assuming an initial
public offering price of $12.00 per share, the aggregate consideration related
to the Acquisitions will be approximately $144.1 million, which will consist
of 6,438,540 shares of Common Stock (calculated solely for purposes of the
Acquisitions at $12.00 per share) and approximately $66.9 million in cash.
There can be no assurance that the consideration to be paid by WORK for the
Founding Companies accurately reflects the value of these companies or that
the percentage of Common Stock of WORK owned by the former owners of the
Founding Companies after consummation of the Offering will reflect the value
of these companies. If the fair market values of the Founding Companies, or
companies to be acquired in the future, at the time of acquisition by the
Company are materially different from the amounts paid by the Company, the
Company may have overpaid for such companies, which could result in a material
and adverse effect on the financial performance of the Company and the value
of Common Stock. See "Certain Transactions--The Acquisitions."

NEED FOR ADDITIONAL FINANCING FOR ACQUISITION PROGRAM

Substantially all of the net proceeds of this Offering will be used in
connection with the Acquisitions. At June 30, 1998, on a pro forma combined
basis as adjusted, the Company would have an aggregate of $1.4 million of cash
and cash equivalents, $2.3 million of working capital and $0.1 million of
capital lease obligations. The Company's acquisition strategy will require
substantial additional capital. The Company currently intends to use cash,
debt and shares of Common Stock to make future acquisitions. Using internally
generated cash or debt to complete acquisitions could substantially limit the
Company's operational and financial flexibility. The extent to which the
Company will be able or willing to use Common Stock for this purpose will
depend on its market value from time to time and the willingness of potential
sellers to accept it as full or partial payment.

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<PAGE>

Using Common Stock for this purpose may result in a significant dilution to
then existing stockholders. To the extent the Company is unable to use Common
Stock to make future acquisitions, its ability to grow may be limited by the
extent to which it is able to raise capital for this purpose, as well as to
expand existing operations, through debt or additional equity financings.
There can be no assurance that the Company will be able to obtain the
necessary capital to finance a successful acquisition program and its other
cash needs. If the Company is unable to obtain additional capital on
acceptable terms, it may be required to reduce the scope of its presently
anticipated expansion. See "Use of Proceeds" and "Management's Discussion and
Analysis of Pro Forma Financial Condition and Pro Forma Results of
Operations--Pro Forma Liquidity and Capital Resources."

RISKS ASSOCIATED WITH CREDIT FACILITY

The Company has recently received a commitment letter from to
provide the Company with a $ million credit facility (the "Credit
Facility") which may be used for acquisitions, working capital and other
general corporate purposes. The Credit Facility will be secured by all
accounts receivable, inventory, equipment, and stock of subsidiaries of the
Company. The Company expects that the Credit Facility will require compliance
with various affirmative covenants, including affirmative covenants to: (i)
maintain the existence, qualification and good standing of the Company and its
subsidiaries; (ii) comply in all material respects with applicable laws; (iii)
maintain material properties, rights and franchises; (iv) deliver certain
financial and other reports; (v) maintain specified insurance; (vi) pay taxes;
and (vii) notify the lender of any default. The Credit Facility is also
expected to include negative covenants limiting the ability of the Company and
its subsidiaries to: (i) incur indebtedness, including contractual contingent
obligations; (ii) pay certain debt after default; (iii) create or allow to
exist liens or other encumbrances; (iv) transfer assets except in the ordinary
course of business; (v) enter into mergers, consolidations and asset
dispositions of all or substantially all of its properties; (vi) make
investments; (vii) extend loans to any entity; (viii) sell, transfer or
otherwise dispose of any class of stock or the voting rights of any subsidiary
of the Company; (ix) enter into transactions with related parties other than
on an arm's-length basis on terms no less favorable to the Company than those
available from third parties; (x) amend certain agreements; (xi) make any
material change in the nature of the business conducted by the Company; (xii)
pay dividends or redeem shares of capital stock; and (xiii) make capital
expenditures. The Credit Facility is also expected to require the maintenance
by the Company of a minimum net worth and certain financial ratios, including
fixed charge coverage ratios, interest coverage ratios and maximum funded debt
to cash flow ratios. These covenants could limit the Company's operational and
financial flexibility. The Credit Facility is subject to negotiation of
definitive documentation and certain other customary conditions, and there can
be no assurance that the Company will be able to obtain the Credit Facility on
terms acceptable to the Company. See "Management's Discussion and Analysis of
Pro Forma Financial Condition and Pro Forma Results of Operations--Pro Forma
Liquidity and Capital Resources."

RISKS RELATED TO INCREASED FINANCIAL LEVERAGE

The Company may substantially increase its level of indebtedness in the
future to finance its acquisition program. The degree to which the Company is
financially leveraged following such borrowings and the terms of the Company's
indebtedness could have important consequences to shareholders, including that
(i) the Company's ability to obtain additional financing in the future for
working capital and general corporate purposes, to make acquisitions, to fund
capital expenditures and to pay dividends may be impaired, (ii) a substantial
portion of the Company's cash flow from operations may have to be dedicated to
the payment of the principal of and interest on its indebtedness, (iii)
certain of the Company's borrowings may be at variable rates of interest,
which will expose the Company to the risk of increased rates, (iv) the Credit
Facility is expected to contain certain financial and restrictive covenants
which could limit the ability of the Company to effect future debt or equity
financings and may otherwise restrict corporate activities, and (v) the
Company may be more highly leveraged than many of its competitors, which may
place the Company at a competitive disadvantage. See "Management's Discussion
and Analysis of Pro Forma Financial Condition and Pro Forma Results of
Operations--Pro Forma Liquidity and Capital Resources."

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SUBSTANTIAL PROCEEDS OF OFFERING PAYABLE TO AFFILIATES AND ASSOCIATES

The Company will use its net proceeds from this Offering to pay the cash
portions of the purchase prices it will pay for the Founding Companies
(approximately $66.9 million) and to repay certain outstanding indebtedness of
the Founding Companies (approximately $1.2 million). The cash payable to
stockholders of the Founding Companies will include approximately $29.3
million payable to persons who or which will become directors or executive
officers of the Company or beneficial owners of 5% or more of the outstanding
Common Stock. In addition, the Offering will enable WORK to pay (i) the
$775,000 fee due and payable to Bollard Group, L.L.C., a Texas limited
liability company ("Bollard"), as compensation for Bollard's assistance in
completing the Offering, and (ii) non-interest bearing advances of up to
$500,000 that may be made by Bollard to fund the operating expenses of WORK
prior to the completion of this Offering. Certain of the principals of Bollard
were directors of WORK prior to the Offering. For a more detailed discussion
of the use of proceeds of this Offering and the benefits to be received by
persons who or which are or will become directors or executive officers of
WORK or beneficial holders of 5% or more of the Common Stock on consummation
of this Offering and the Acquisitions, see "Use of Proceeds" and "Certain
Transactions--Organization of WORK," "--Acquisitions Involving Certain
Officers, Directors and Stockholders," and "--Real Estate and Other
Transactions."

IMPACT OF GOVERNMENT REGULATIONS

The Company is required to pay a number of federal, state and local payroll
and related costs, including unemployment taxes, workers' compensation and
insurance, FICA and Medicare, among others, for its employees and personnel.
Unemployment taxes are a significant expense to the Company. Because the
Company employs a large number of personnel for relatively short durations,
and because it could experience significant turnover in its personnel, it
could be taxed at the highest statutory rates for unemployment taxes.
Significant increases in the effective rates of any payroll related costs
likely would have a material adverse effect upon the Company. In addition, the
Company could incur costs related to workers' compensation claims at a higher
rate in the future because of such factors as higher than expected losses from
known claims or an increase in the number and severity of new claims. The
Company's costs could also increase as a result of health care reforms or the
possible imposition of additional requirements and restrictions related to the
placement of personnel. Recent federal and state legislative proposals have
included provisions extending health insurance benefits to personnel who
currently do not receive such benefits. There can be no assurance that the
Company will be able to increase the fees charged to its clients in a timely
manner and in a sufficient amount to cover increased costs as a result of any
of the foregoing. There is also no assurance that the Company will be able to
adapt to future regulatory changes made by the Internal Revenue Service, the
U.S. Department of Labor or other state and federal regulatory agencies. In
Canada, substantially similar risks associated with payroll burdens and
government regulations exist on both a federal and provincial level.
Additionally, the Company will become subject to similar governmental
regulation in any other countries in which it expands its operations through
acquisition or otherwise. See "Business--Government Regulation."

The Company and its customers and suppliers are subject to extensive federal
and state regulation in the United States, and the Company cannot predict the
extent to which future legislative and regulatory developments concerning
their practices and products or the staffing services industry may affect the
Company. The Company currently recruits information technology specialists and
other temporary staffing employees internationally for domestic placement. The
entry of these employees into the United States is regulated by the U.S.
Department of Labor and U.S. Department of Justice--Immigration and
Naturalization Services. The regulations governing the hiring of foreign
nationals are complex and change often. If either of these authorities or any
other regulatory or judicial body should determine that the Company is not in
compliance with these regulations, the Company could be subject to fines
and/or suspension of this part of the Company's business. Further, these
regulations could change in a manner which would limit the Company's ability
to employ foreign nationals. Any of the foregoing could have a material
adverse effect on the Company business, financial condition and results of
operation. See "Business--Government Regulation."

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RISKS ASSOCIATED WITH FAILURE TO ACHIEVE YEAR 2000 COMPLIANCE

Many computer software programs, as well as certain hardware and equipment
containing date sensitive data, were structured to utilize a two-digit date
field meaning that they may not be able to properly recognize dates in the
Year 2000 and thereafter. This could result in significant system and
equipment failures. The Company recognizes that it must take action to ensure
that its operations and the operations of each of the operating companies will
not be adversely impacted by Year 2000 software failures and is currently
developing detailed assessments and action plans to address Year 2000 issues.
In addition, the Company could encounter material, unforeseen Year 2000
problems as a result of its acquisition of additional companies or the
integration thereof. The Company is also assessing any issues relating to
significant third parties and vendors with whom the Company has a
relationship. The Company currently does not have an overall estimate of the
cost associated with a solution to the Year 2000 issue, but believes the
assessment will not exceed $150,000 and the cost of the remediation phase will
not to exceed $1 million. See "Management's Discussion and Analysis of Pro
Forma Financial Condition and Pro Forma Results of Operations--Year 2000
Risks."

SIGNIFICANT INTANGIBLE ASSETS

As a result of the Acquisitions, goodwill accounts for a material portion of
the Company's total assets. On a pro forma combined basis, goodwill of
approximately $117.4 million was recorded at June 30, 1998, representing
approximately 87% of the Company's total assets. The Company's goodwill will
be amortized over a 40-year period resulting in annual noncash amortization
charges against income of approximately $2.9 million. The Company may record
additional goodwill related to (i) any additional consideration payable to
three of the Founding Companies pursuant to earn out provisions included in
the definitive agreements regarding the Acquisitions, and (ii) future
acquisitions. The Company will evaluate the carrying amount of its goodwill
whenever adverse facts and circumstances occur indicating an impairment in
value. If upon such evaluation, it is determined that a write-down of goodwill
is necessary, such a write-down could have a material adverse effect on the
Company's financial condition and results of operations. See "--Absence of
Combined Operating History; Risks of Integrating Founding Companies and
Acquired Businesses," and "Management's Discussion and Analysis of Pro Forma
Financial Condition and Pro Forma Results of Operations."

SIGNIFICANT VOTING CONTROL BY EXISTING MANAGEMENT AND STOCKHOLDERS

On closing of the Acquisitions and this Offering, the former owners of the
Founding Companies, the principals of Bollard, other founders and the
executive officers and directors of WORK will beneficially own in the
aggregate approximately 50.7% of the outstanding Common Stock. If these
persons were to act in concert, they would be able to exercise control over
the Company's affairs, including the election of the entire Board of Directors
and any matter submitted to a vote of stockholders. See "Principal
Stockholders."

NO DIVIDENDS; RESTRICTIONS ON PAYMENT

The Company anticipates that for the foreseeable future its earnings will be
retained for the operation and expansion of its business and that it will not
pay cash dividends. The Company will conduct its operations through
subsidiaries, including substantially all of the Founding Companies, and is
therefore dependent upon the cash flow of and the transfer of funds by those
subsidiaries to the Company in the form of loans, dividends or otherwise to
meet its financial obligations. Each operating subsidiary of the Company will
be a distinct legal entity and will have no obligation, contingent or
otherwise, to transfer funds to the Company. The Company's ability to pay
dividends on the Common Stock will be restricted by the terms of the proposed
Credit Facility and could be restricted by the terms of subsequent financings
and subsequent series of Preferred Stock that may be issued in future
transactions. Additionally, the ability of the Founding Companies to pay
dividends to the Company will be limited by the terms of the Credit Facility.
See "Description of Capital Stock," "--Common Stock," "Description of Credit
Facility," and "Dividend Policy."

POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON PRICE OF COMMON STOCK

General. Availability for sale, or sale, of the shares of Common Stock
eligible for future sale could adversely affect the market price of the Common
Stock prevailing from time to time. See "Shares Eligible for Future Sale."

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<PAGE>

Resales of Existing Shares. On closing of the Acquisitions and this
Offering, 14,316,327 shares of Common Stock will be outstanding. The 6,458,334
shares sold in this Offering (other than shares purchased by affiliates of the
Company) will be freely tradeable. The remaining shares outstanding may be
resold publicly only following their effective registration under the
Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an
available exemption from the registration requirements of that Act, such as
provided by Securities Act Rule 144 promulgated by the Securities and Exchange
Commission (the "SEC"). Under Rule 144, the 6,438,540 shares issued to the
former owners of the Founding Companies will be eligible for Rule 144 sales,
subject to certain volume limitations and other requirements, on the day
following the first anniversary of the date this Offering closes. The
stockholders of the Founding Companies will have certain demand registration
rights. See "Shares Eligible For Future Sale."

Exercise of Options. On closing of this Offering, the Company will have
options outstanding to purchase up to a total of 1,318,000 shares of Common
Stock, of which 322,500 will be exercisable immediately after the closing of
this Offering. The balance of the stock options will vest in varying
increments over the three year period following the Offering. The Company
intends to register all the shares subject to options granted under the
Company's 1998 Incentive Plan (the "Incentive Plan") under the Securities Act
for public resale.

Lockup Arrangements. In connection with the Offering, the Company's officers
and directors have agreed that, during a period of one year from the date of
this Prospectus, and all of the Company's shareholders (other than the holders
of Common Stock issued on conversion of the Preferred Stock) have agreed that,
during a period of 180 days from the date of this Prospectus, such holders
will not, without the prior written consent of The Robinson-Humphrey Company,
LLC, directly or indirectly, offer, sell, contract to sell, grant any option
with respect to, pledge, hypothecate or otherwise dispose of, any shares of
Common Stock except for a cashless exercise of stock options or a bona fide
gift provided that the donee agrees to be bound by the terms of the donor's
lockup agreement. In addition, the Company has agreed that, during a period of
180 days from the date of this Prospectus, the Company will not, without the
prior written consent of The Robinson-Humphrey Company, LLC, directly or
indirectly, offer, sell, contract to sell, grant any option with respect to,
pledge, hypothecate or otherwise dispose of any shares of Common Stock except
for shares of Common Stock to be issued in the Offering, in connection with
acquisitions generally, and upon the exercise of stock options which are
either (i) outstanding on the date of this Prospectus or (ii) issued under the
Incentive Plan (see "Management--Incentive Plan"). Further, all persons who
acquire shares in connection with the Acquisitions have agreed that they
generally will not offer, sell or otherwise dispose of any of their shares of
Common Stock (subject to certain limited exceptions generally involving
transfers to family members and trusts or pursuant to an effective
registration statement) during the one-year period following the date of this
Prospectus.

Future Registrations for Acquisitions. The Company intends to register up to
5,000,000 additional shares of Common Stock under the Securities Act in the
future for its use in connection with future acquisitions. Pursuant to
Securities Act Rule 145, the volume limitations and certain other requirements
of Rule 144 would apply to resales of these shares by affiliates of the
businesses the Company acquires for a period of one year from the date of
their acquisition, but otherwise these shares would be freely tradable by
persons not affiliated with the Company unless the Company contractually
restricts their resale. The 5,000,000 shares to be registered for future
offerings would represent approximately 35% of the Company's Common Stock
outstanding after the Offering. The issuance of these shares could have a
substantial dilutive effect on the purchasers in the Offering.

NO PRIOR MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to this Offering, no public market for the Common Stock has existed,
and the initial public offering price, which the Company and the
representatives of the Underwriters will negotiate, may not be indicative of
the price at which the Common Stock will trade after this Offering. See
"Underwriting" for the factors they will consider in determining the initial
public offering price. The Company has applied for listing the Common Stock on
the New York Stock Exchange, but no assurance can be given that an active
trading market for the Common Stock will develop or, if developed, will
continue after this Offering. The market price of the Common

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<PAGE>

Stock after this Offering may be subject to significant fluctuations from time
to time in response to numerous factors, including variations in the reported
financial results of the Company and changing conditions in the economy in
general or in the Company's industry in particular. In addition, the stock
markets experience significant price and volume volatility from time to time
which may affect the market price of the Common Stock for reasons unrelated to
the Company's performance.

IMMEDIATE, SUBSTANTIAL DILUTION

Purchasers of Common Stock in this Offering will experience immediate,
substantial dilution in the net tangible book value of their stock of $11.61
per share and may experience further dilution from issuances of shares of
Common Stock in the future. See "Dilution."

POTENTIAL ANTI-TAKEOVER EFFECTS

The Company's Articles of Incorporation, as amended (the "Charter"),
authorize the issuance, without stockholder approval, of one or more series of
preferred stock having such preferences, powers and relative, participating,
optional and other rights (including preferences over the Common Stock
respecting dividends and distributions and voting rights) as the Company's
board of directors (the "Board of Directors") may determine. The issuance of
shares of this "blank-check" preferred stock could render more difficult or
discourage an attempt to obtain control of the Company by means of a tender
offer, merger, proxy contest or otherwise. In addition, the Charter and Bylaws
contain provisions which may also have the effect of inhibiting or delaying a
change in control of the Company, such as a limitation on the persons who can
call a special shareholders meeting, the ability of shareholders to make
proposals and director nominations at an annual meeting, and a requirement
that directors may be removed only for cause, and then only with the approval
of two-thirds of the outstanding shares. See "Description of Capital Stock."

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THE COMPANY

GENERAL

WORK International Corporation was founded to become a leading domestic and
international provider of diversified staffing and outsourcing services. Upon
completion of the Offering, WORK will acquire the 16 Founding Companies which
on average have been in business for approximately 16 years. The Company's
staffing services are divided into two general operating groups: Specialty
Services and Business Support Services. Specialty Services include Information
Technology ("IT") Services and Other Specialty Services. IT Services include
offering computer programming, network support, personal computer help desk,
software engineering and systems analysis and design personnel. Other
Specialty Services include offering legal, financial, human resources,
specialty medical and call center personnel, as well as other professionals on
a project basis to clients. Business Support Services primarily includes
offering office/clerical support personnel such as word processors,
administrative assistants, bookkeepers, customer service representatives and
data entry personnel. The Company also provides permanent placement,
outsourcing and training services to its clients. Specialty Services
contributed 51% of the Company's 1997 pro forma revenue, which was comprised
of 30% and 70% for IT Services and Other Specialty Services, respectively.
Business Support Services contributed 49% of the Company's pro forma revenue
for 1997.

The Company, headquartered in Houston, Texas, operates 49 offices in 13
states and the District of Columbia in addition to an office in Toronto,
Canada. The Company's pro forma 1997 revenue and income from operations were
$168.1 million and $13.3 million, respectively, and the Company's 1997 pro
forma gross margin was 32%. Furthermore, historical combined revenue of the
Founding Companies grew at a compounded annual rate of approximately 32% from
1995 through 1997.

WORK is a Texas corporation. Its executive offices are located at 700
Louisiana, Suite 3900, Houston, Texas 77002, and its telephone number at that
address is (713) 228-9675.

ORGANIZATION

Simultaneously with the closing of this Offering, WORK will acquire the 16
Founding Companies for an aggregate consideration of approximately $144.1
million, assuming an initial public offering price of $12.00 per share, which
consists of: (i) approximately $66.9 million in cash, and (ii) 6,438,540
shares of Common Stock (calculated solely for purposes of the Acquisitions at
$12.00 per share). The estimated purchase price for the Founding Companies is
subject to certain adjustments at closing and, in the case of three of the
Founding Companies, earn-out arrangements. The closing of the Acquisitions is
also subject to certain customary conditions, including the accuracy of the
representations and warranties made by the Founding Companies, the performance
of their respective covenants in the agreements and the nonexistence of a
material adverse change in the results of operations, financial condition or
business of each Founding Company. See "Certain Transactions--The
Acquisitions."

FOUNDING COMPANY ACQUISITION STRATEGY

The Company's management team developed a stringent set of criteria for the
acquisition of the Founding Companies in an effort to create a cohesive
company with a national and international presence and a complementary service
mix. The goal of the Founding Company acquisition strategy was to acquire high
margin and high growth companies in two general categories: (i) IT and Other
Specialty Services and (ii) Business Support Services. The Company targeted IT
and Other Specialty Services, such as legal and financial staffing, because
the Company believes that these segments offer among the most attractive
growth rates and margins in the staffing industry. Moreover, the Company
focused on certain specialty niche areas such as providing human resources
specialists and biostatisticians, because the Company believes that such niche
services are subject to less competition and can be developed into substantial
business units for the Company.

19
<PAGE>

infrastructure. Accordingly, WORK acquired the companies offering Business
Support Services primarily as "platform" companies for the entry into
desirable geographic markets and for cross selling of IT and Other Specialty
Services. The Company intends to use the infrastructure of its platform
companies to support the entry of IT and Other Specialty Services into new
markets.

SPECIALTY SERVICES

Information Technology Service Companies:

PCN: Professional Consulting Network, Inc. ("PCN") has been in business
since 1988 and, from its headquarters in San Francisco, California,
provides staffing services in information technology, management
information systems, software engineering and design services to companies
in Northern California. For the year ended December 31, 1997, PCN had
revenue of approximately $11.3 million.

ABSOLUTELY/BOTAL: Absolutely Professional Staffing, Inc. ("Absolutely")
and its affiliate, Botal Associates, Inc. ("Botal") have been in business
since 1986 and 1969, respectively. Botal offers staffing solutions for
companies with computer software and information technology needs.
Absolutely provides staffing and permanent placement services with an
emphasis on word processing, database, spreadsheet and office automation
skills. Absolutely and Botal provide their services to investment banking,
financial services, accounting, legal and publishing corporations in the
New York City area, where they are headquartered. For the year ended
December 31, 1997, Absolutely and Botal had combined revenue of
approximately $10.4 million.

TASK MANAGEMENT: Task Management, Inc. ("Task") has been in business
since 1990 and, from its headquarters in Ridgefield, Connecticut, provides
staffing solutions for companies with computer software and information
technology needs in the Northeastern United States. For the year ended
December 31, 1997, Task had revenue of approximately $6.3 million.

Other Specialty Service Companies:

SMITH HANLEY: Smith Hanley Associates, Inc., and its affiliated company,
Smith Hanley Consulting Group, Inc., (collectively "Smith Hanley") have
been in business since 1980, and provide temporary personnel and permanent
placement services in the biostatisticians, SAS programming, quantitative
marketing, data warehousing, investment banking, and commercial insurance
specialties through its offices located in New York, New York; Chicago,
Illinois; Athens, Georgia; Philadelphia, Pennsylvania; Orlando, Florida;
and Southport, Connecticut. Headquartered in New York City, Smith Hanley
had revenue of approximately $16.3 million for the year ended December 31,
1997.

WSI: WSi Personnel Services, Inc. ("WSI") has been in business since 1988
and operates from two offices in Denver and Colorado Springs, Colorado. WSI
provides temporary staffing with an emphasis on medical technicians and
skilled health care specialists. WSI had revenue of approximately $5.7
million during the year ended December 31, 1997.

BENETEMPS: Benetemps, Inc. ("BeneTemps") has been in business since 1991
and provides human resource benefit specialists to companies in the
Northeastern United States. For the year ended December 31, 1997, BeneTemps
had revenue of approximately $4.1 million.

LAW PROS: Law Pros Legal Placement Services, Inc. ("Law Pros") has been
in business since 1994 and maintains its headquarters in Short Hills, New
Jersey. Law Pros provides attorneys and paralegals to corporate legal
departments and law firms primarily in New Jersey and the surrounding areas
on a temporary assignment or permanent placement basis. For the year ended
December 31, 1997, Law Pros had revenue of approximately $3.9 million.

LAW RESOURCES: Law Resources, Inc. ("Law Resources") has been in business
since 1984 and provides attorneys, paralegals and legal secretaries to law
firms and corporate legal departments through its two branch offices
located in Washington, DC and Chicago, Illinois. Law Resources had revenue
of

20
<PAGE>

approximately $3.5 million for the year ended December 31, 1997. Law
Resources is headquartered in Washington, DC.

AIM: AIM Staffing, Inc. ("AIM"), doing business as "Advanced Information
Management", has been providing information management specialists to
entities in Northern California since 1984. Headquartered in Mountain View,
California, and with an office in Los Angeles, California; AIM had revenue
of approximately $2.8 million for the fiscal year ended December 26, 1997.

CHP: Contract Health Professionals, Inc. ("CHP") has been in business
since 1994 and provides temporary and permanent pharmacists and
pharmaceutical technicians to entities primarily in Florida. For the year
ended December 31, 1997, CHP had revenue of approximately $2.1 million. CHP
is headquartered in Palm Beach Gardens, Florida.

BUSINESS SUPPORT SERVICES COMPANIES:

BURNETT: The Burnett Companies Consolidated, Inc. ("Burnett") is
headquartered in Houston, Texas, with branch offices located in Austin,
Texas and El Paso, Texas. Burnett generated approximately $41.2 million in
revenue during the fiscal year ended December 27, 1997, primarily in Texas.
Burnett has been in business since 1974 and provides office automation and
accounting clerical personnel; engineering; telemarketing specialists;
information technology specialists; accounting, finance and other
specialists; and production, assembly and distribution personnel.

SPARKS: Sparks Personnel Services, Inc., and its affiliated companies,
Sparks Associates, Inc. and Customer Care Solutions, LLC, (collectively
"Sparks"), have been in business since 1970. Sparks provides staffing
services with a particular emphasis on office automation and accounting
clerical staffing; together with customer service, help desk and
telemarketing positions in the communications, computer and insurance
industries. With 11 offices in the Washington, DC area, Sparks had revenue
of approximately $27.1 million for the year ended December 31, 1997.

CORELINK: Corelink Staffing Services, Inc. ("CoreLink") has been in
business since 1983 and provides temporary office clerical and permanent
placement services, with an emphasis on office automation personnel, human
resource specialists, and graphic specialists, to numerous business
enterprises primarily in California. For the year ended December 31, 1997,
CoreLink had revenue of approximately $11.2 million. CoreLink is
headquartered in Irvine, California and operates from three offices located
in Southern California.

TOSI: TOSI Placement Services, Inc. ("TOSI") and its predecessors have
been in business since 1967. TOSI is a provider of office automation and
accounting clerical staffing, information technology staffing, traditional
temporary staffing and permanent placement services in the Toronto, Ontario
area. TOSI had revenue of approximately $9.5 million during the fiscal year
ended December 27, 1997.

ACCESS: Access Staffing, Inc. ("Access") has been in business since 1971
and provides temporary clerical and permanent placement services, with an
emphasis on word processing and office automation skills, together with
information technology staffing, to a wide variety of companies in Northern
California. Access had revenue of approximately $8.6 million for the year
ended December 31, 1997. Access is headquartered in San Francisco,
California, and has a branch office in San Jose, California.

CORE: Core Personnel, Inc., and its affiliated company, Core Personnel of
Arlington, Inc., (collectively "Core"), have been in business since 1972
and 1987, respectively, and provide staffing services with a particular
emphasis on office automation and accounting clerical positions, to a
variety of businesses in the Washington, DC area. Headquartered in
Alexandria, Virginia, Core had revenue of approximately $4.2 million for
the year ended December 31, 1997.

21
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby, after deducting underwriting discounts and offering expenses
payable by the Company, are estimated to be approximately $68.1 million
(approximately $78.9 million if the Underwriters exercise their over-allotment
option in full), assuming an initial public offering price of $12.00 per share
(the midpoint of the estimated initial public offering price range). Of those
net proceeds, approximately $66.9 million will be used to pay the cash portion
of the purchase prices for the Acquisitions and approximately $1.2 million
will be used concurrently for the repayment of remaining outstanding
indebtedness of the Founding Companies. If the Underwriters exercise their
over-allotment option in full, the Company will have approximately $10.8
million in additional proceeds which will be used for general corporate
purposes. See "The Company--Summary of Terms of the Acquisitions,"
"Management's Discussion and Analysis of Pro Forma Financial Condition and Pro
Forma Results of Operations--Pro Forma Liquidity and Capital Resources,"
"Certain Transactions--Organization of WORK" and the Unaudited Pro Forma
Combined Financial Statements included elsewhere in this Prospectus.

The indebtedness to be repaid from the proceeds of this Offering (some of
which has been guaranteed by stockholders of the Founding Companies) bears
interest at rates ranging from 7.0% to 14.5% per annum. Such indebtedness
would otherwise mature at various dates through May 12, 2002. The proceeds of
the indebtedness of the Founding Companies to be repaid from the proceeds of
the Offering were used by the Founding Companies for working capital except
for $0.2 million which was used to redeem shares held by an ESOP of a Founding
Company.

DIVIDEND POLICY

It is the Company's current intention to retain earnings to finance the
expansion of its business. Any future dividends will be at the discretion of
the board of directors after taking into account various factors, including,
among others, the Company's financial condition, results of operations, cash
flows from operations, current and anticipated cash needs and expansion plans,
the income tax laws then in effect, the requirements of Texas law, the
restrictions imposed by the Credit Facility and any restrictions that may be
imposed by the Company's future credit facilities. The Company expects that
the Credit Facility will require compliance with various loan covenants,
including restrictions on the payment of dividends. Additionally, the ability
of the Company's subsidiaries to pay dividends to the Company are expected to
be limited by the terms of the Credit Facility. See "Management's Discussion
and Analysis of Pro Forma Financial Condition and Pro Forma Results of
Operations--Pro Forma Liquidity and Capital Resources."

22
<PAGE>

CAPITALIZATION

The following table sets forth the short-term debt and current maturities of
long-term obligations and capitalization as of June 30, 1998: (i) of the
Company on a pro forma combined basis to give effect to the Acquisitions; and
(ii) of the Company, on a pro forma combined basis as adjusted to give effect
to this Offering and the application of the estimated net proceeds therefrom.
See "Use of Proceeds" and Unaudited Pro Forma Combined Financial Statements
and the related notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1998
-----------------
PRO
FORMA AS
COMBINED ADJUSTED
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents.................................... $ -- $ 1,430
======== ========
Short-term debt and current maturities of long-term
obligations(1).............................................. 68,273 37
Long-term obligations, less current maturities............... 94 87
Shareholders' equity:
Preferred stock: $.001 par value, 5,000,000 shares
authorized; none issued and outstanding, as adjusted...... -- --
Common stock: $.001 par value, 50,000,000 shares
authorized; 7,344,258 shares issued and outstanding pro
forma; and 14,316,327 shares issued and outstanding, as
adjusted(2)............................................... 8 14
Additional paid-in capital................................. 54,848 122,972
-------- --------
Total shareholders' equity............................... 54,856 122,986
-------- --------
Total capitalization................................... $123,223 $123,110
======== ========
</TABLE>
- --------
(1) The pro forma combined balance includes $66.9 million of cash
consideration payable for the Founding Companies.
(2) The number of shares estimated to be outstanding on completion of this
Offering consists of: (i) 905,718 shares issued by WORK prior to the
Offering; (ii) 6,438,540 shares to be issued as consideration in the
Acquisitions; (iii) 513,735 shares issued on the automatic conversion of
the Preferred Stock on completion of this Offering; and (iv) the 6,458,334
shares being offered hereby. Such share number does not include an
aggregate of 1,318,000 shares subject to options to be granted upon
completion of the Offering under the Company's Incentive Plan which will
have an exercise price equal to the initial public offering price per
share. See "Management--Option Grants" and "Certain Transactions--
Organization of the Company."

23
<PAGE>

DILUTION

The deficit in pro forma combined net tangible book value of the Company as
of June 30, 1998 was approximately $(62.6) million, or approximately $(7.96)
per share, after giving effect to the Acquisitions and related financings and
the conversion of the Preferred Stock, but before giving effect to the
Offering. The deficit in pro forma net tangible book value per share
represents the amount by which the Company's pro forma total liabilities
exceed the Company's pro forma net tangible assets as of June 30, 1998,
divided by the number of shares to be outstanding after giving effect to the
Acquisitions and the conversion of Preferred Stock. After giving effect to the
sale of the 6,458,334 shares offered hereby and deducting the estimated
underwriting discount and estimated offering expenses payable by the Company,
the Company's pro forma net tangible book value as of June 30, 1998 would have
been approximately $5.6 million, or approximately $0.39 per share, based on an
assumed initial public offering price of $12.00 per share (the midpoint of the
estimated initial public offering price range). This represents an immediate
increase in pro forma net tangible book value of approximately $8.35 per share
to existing shareholders and an immediate dilution of approximately $11.61 per
share to new investors purchasing shares in this Offering. The following table
illustrates this per share pro forma dilution:

<TABLE>
<S> <C> <C>
Initial public offering price per share.......................... $12.00
Pro forma net tangible book value (deficit) per share before
this Offering................................................. $(7.96)
Increase in pro forma tangible value attributable to new
investors..................................................... 8.35
Pro forma net tangible book value per share after this Offering.. .39
------
Dilution per share to new investors.............................. $11.61
======
</TABLE>

The following table sets forth, on a pro forma basis to give effect to the
Acquisitions and the closing of this Offering and the application of the
estimated net proceeds therefrom as of June 30, 1998, the number of shares of
Common Stock purchased from the Company, the net tangible total consideration
paid to the Company and the average price per share paid to the Company by
existing shareholders (including persons acquiring Common Stock in the
Acquisitions) and the new investors purchasing shares from the Company in this
Offering (before deducting the underwriting discount and estimated offering
expenses):

<TABLE>
<CAPTION>
TOTAL
SHARES PURCHASED CONSIDERATION(1) AVERAGE
------------------ ---------------- PRICE PER
NUMBER PERCENT AMOUNT SHARE
---------- ------- ---------------- ---------
<S> <C> <C> <C> <C>
Existing shareholders............. 7,857,993 54.9% $(62,547,000) $(7.96)
New investors..................... 6,458,334 45.1% $ 77,500,008 $12.00
---------- ------ ------------
Total........................... 14,316,327 100.0% $ 14,953,008
========== ====== ============
</TABLE>
- --------
(1) Total consideration paid by existing shareholders (including existing
shareholders who received shares of Common Stock as a result of the
conversion of Preferred Stock) represents the pro forma shareholders'
equity of the Company less pro forma goodwill before giving effect to the
Offering adjustments set forth on the Unaudited Pro Forma Combined Balance
Sheet of the Company included herein.

24
<PAGE>

SELECTED HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

WORK will acquire the Founding Companies simultaneously with and as a
condition to the consummation of this Offering. For financial statement
presentation purposes, Sparks has been identified as the accounting acquirer.
The following selected historical financial data of Sparks for fiscal years
1995, 1996 and 1997, and as of December 31, 1996 and 1997, have been derived
from the Audited Combined Financial Statements of Sparks included elsewhere in
this Prospectus. The following selected historical financial data for Sparks
for the years ended December 31, 1993 and 1994 and the six months ended June
30, 1997 and 1998, and as of December 31, 1993, 1994 and 1995 and June 30,
1998, have been derived from unaudited consolidated financial statements of
Sparks which have been prepared on the same basis as the audited financial
statements and, in the opinion of Sparks, reflect all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of such
data. The following summary unaudited pro forma financial information presents
certain data for the Company, as adjusted for (i) the effects of the
Acquisitions on a historical basis, (ii) the effects of certain pro forma
adjustments to the historical financial statements, (iii) the consummation of
this Offering and the application of the net proceeds therefrom, and (iv) the
Reverse Stock Split. The pro forma financial data of the Company do not
purport to represent what the Company's results of operations or financial
position actually would have been had these events, in fact, occurred on the
date or at the beginning of the period indicated, nor are they intended to
project the Company's results of operations or financial position for any
future date or period. See the Unaudited Pro Forma Combined Financial
Statements and the notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
SPARKS
--------------------------------------------------------
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------- ---------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues................ $10,501 $10,696 $15,777 $22,644 $27,124 $13,543 $14,783
Cost of services........ 7,513 7,853 11,249 16,598 19,604 9,774 10,567
------- ------- ------- ------- ------- ------- -------
Gross profit............ 2,988 2,843 4,528 6,046 7,520 3,769 4,216
Selling, general and
administrative
expenses............... 3,049 2,317 2,831 3,802 4,634 2,173 2,582
------- ------- ------- ------- ------- ------- -------
Income (loss) from
operations............. (61) 526 1,697 2,244 2,886 1,596 1,634
Other income, net....... 15 25 43 55 58 13 37
Interest expense........ -- -- -- 3 14 7 --
------- ------- ------- ------- ------- ------- -------
Net income (loss)....... $ (46) $ 551 $ 1,740 $ 2,296 $ 2,930 $ 1,602 $ 1,671
======= ======= ======= ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
THE COMPANY
--------------------------
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED
1997 JUNE 30, 1998
------------ -------------
($ IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
PRO FORMA COMBINED STATEMENT OF OPERATIONS
DATA(1):
Revenues.......................................... $ 168,147 $ 94,328
Cost of services.................................. 113,794 63,151
---------- ----------
Gross profit...................................... 54,353 31,177
Selling, general and administrative expenses(2)... 38,070 22,001
Amortization of goodwill(3)....................... 2,935 1,468
---------- ----------
Income from operations............................ 13,348 7,708
Other income, net................................. 268 207
Interest expense(4)............................... 7 4
---------- ----------
Income before provision for income taxes.......... 13,609 7,911
Provision for income taxes(5)..................... 6,734 3,752
---------- ----------
Net income........................................ $ 6,875 $ 4,159
========== ==========
Net income per share--basic and diluted........... $ .48 $ .29
========== ==========
Shares used in computing pro forma net income per
share(6).......................................... 14,316,327 14,316,327
========== ==========
OTHER DATA:
EBITDA(7)......................................... $ 17,332 $ 9,806
EBITDA margin..................................... 10.3% 10.4%
Gross margin...................................... 32.3% 33.1%
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
SPARKS AT JUNE 30, 1998
---------------------------------- --------------------------------
AT DECEMBER 31,
---------------------------------- SPARKS PRO FORMA AS
1993 1994 1995 1996 1997 ACTUAL COMBINED (8) ADJUSTED (9)
------ ------ ------ ------ ------ ------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital
(deficit).............. $1,071 $1,370 $2,592 $3,094 $3,844 $3,826 $(67,349) $ 2,317
Total assets............ 1,690 2,005 3,022 4,622 5,154 5,135 135,070 134,957
Total debt, including
current portion........ 219 219 -- 200 -- -- 68,367 124
Stockholders' equity.... 1,244 1,525 2,711 3,369 3,964 3,901 54,856 122,986
</TABLE>
- --------
(1) Assumes the Acquisitions and the Offering were completed on January 1,
1997.

(2) The pro forma combined statements of operations data include the effect of
(i) a reduction of approximately $7.4 million and $2.4 million in
compensation and benefits for the periods ended December 31, 1997 and June
30, 1998, respectively, as agreed to as part of the purchase agreements by
the owners of the Founding Companies on a prospective basis; and (ii) the
elimination of a non-cash, non-recurring compensation charge of
approximately $7.4 million by the Company for the year ended December 31,
1997 offset by a charge of $0.8 million for incremental salary and
administration expenses.
(3) Reflects amortization of the goodwill to be recorded as a result of the
Acquisitions amortized over a 40-year period and computed on the basis
described in Note 3 of Notes to the Unaudited Pro Forma Combined Financial
Statements.
(4) Reflects the effect of the elimination of the assumed debt of the Founding
Companies resulting from the repayment of such debt with a portion of the
proceeds from the Offering.
(5) Assumes all income is subject to an effective corporate tax rate of 40%
and the non-deductibility of goodwill.
(6) The number of outstanding shares used in computing net income per share
includes (i) 905,718 shares issued by WORK prior to the Offering, (ii)
6,438,540 shares to be issued as consideration in the Acquisitions; (iii)
513,735 shares issued on the automatic conversion of the Preferred Stock
on completion of this Offering; and (iv) the 6,458,334 shares being
offered hereby.
(7) Represents earnings before interest, income taxes, depreciation and
amortization. Based on its experience in the industry, the Company
believes that EBITDA is an important tool for measuring the performance of
companies in the industry (including potential acquisition targets) in
several areas such as liquidity, operating performance and leverage. In
addition, lenders use EBITDA as a criterion in evaluating companies in the
industry. The EBITDA measure for the Company may not be consistent with
similarly titled measures for other companies. EBITDA should not be
considered as an alternative to operating or net income (as determined in
accordance with generally accepted accounting principles) as an indicator
of the Company's performance or to cash flow from operations (as
determined in accordance with generally accepted accounting principles) as
a measure of liquidity. See the historical statements of cash flows
included herein and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Combined and Selected Founding
Companies" for discussion of other measures of performance determined in
accordance with generally accepted accounting principles and the Company's
sources and applications of cash flow.

(8) The pro forma combined balance sheet data (i) assume the Acquisitions
occurred on June 30, 1998; (ii) include the effect of assets distributed
to owners of certain of the Founding Companies; and (iii) gives effect to
a liability for the cash consideration of $66,850,000 to be paid in
connection with the Acquisitions.
(9) Adjusted for the sale of 6,458,334 shares of Common Stock offered hereby
and the application of the net proceeds therefrom. See "Use of Proceeds."

26
<PAGE>

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

The following discussion should be read in conjunction with the Unaudited
Pro Forma Combined Financial Statements and related notes thereto and "Summary
Pro Forma Combined Financial Information" appearing elsewhere in this
Prospectus.

SUMMARY

The Company has been formed to become a leading domestic and international
provider of diversified staffing and outsourcing solutions and services.
Simultaneously with the closing and as a condition to this Offering, the
Company will acquire the 16 Founding Companies, which have been in business an
average of approximately 16 years and have 49 offices in 13 states, the
District of Columbia and one office in Toronto, Canada. On a pro forma basis,
the Company had revenues of $168.1 million and $94.3 million for the year
ended December 31, 1997 and the six months ended June 30, 1998, respectively.

WORK, which has conducted no operations to date other than in connection
with this Offering and the Acquisitions, intends to integrate these businesses
and their operations and administrative functions. This integration process
may present opportunities to reduce costs through the elimination of
duplicative functions and through economies of scale, but will necessitate
additional costs and expenditures for corporate management and administration.
The Founding Companies have been managed throughout the periods discussed
below as independent private companies, and their results of operations
reflect different tax structures (S corporations and C corporations), which
have influenced, among other things, their historical levels of owners'
compensation. The owners of the Founding Companies and certain key employees
have prospectively agreed to certain reductions in their compensation and
benefits in connection with the Acquisitions. Except for the compensation and
benefits reductions aggregating $7.4 million and $2.4 million for the periods
ended December 31, 1997 and June 30, 1998, respectively, as provided for in
the agreements entered into in connection with certain of the Acquisitions, no
such cost savings were reflected in the pro forma results of operations data.
The Company will also incur corporate expenses related to being a public
company, implementation of an acquisition program and systems integration.
These various costs and possible cost-savings may make comparison of pro forma
operating results not comparable to, nor indicative of, future performance.

ORGANIZATION

Simultaneously with the closing of this Offering, WORK will acquire the 16
Founding Companies for an aggregate consideration of approximately $144.1
million, assuming an initial public offering price of $12.00 per share, which
consists of: (i) $66.9 million in cash, and (ii) 6,438,540 shares (or $77.2
million calculated solely for purposes of the Acquisitions at $12.00 per
share) of Common Stock. The estimated purchase price for the Founding
Companies is subject to certain adjustments at closing and, in the case of
three of the Founding Companies, earn-out arrangements. The closing of the
Acquisitions is also subject to certain customary conditions, including the
accuracy of the representations and warranties made by the Founding Companies,
the performance of their respective covenants in the agreements and the
nonexistence of a material adverse change in the results of operations,
financial condition or business of each Founding Company. See "Certain
Transactions--The Acquisitions."

OPERATIONS

Revenue and Cost of Services

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the direct costs associated with the worksite
employees. The Company accounts for service fees and the related direct
payroll costs using the accrual method of accounting. Under the accrual
method, service fees relating to worksite employees with earned but unpaid
wages at the end of each period are recognized as unbilled revenues and the
related direct payroll costs for such wages are accrued as a liability during
the period in which wages are earned

27
<PAGE>

by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statement of operations
net of estimated adjustments due to placed candidates that terminate
employment within the Company's guarantee period (generally 30-90 days). The
net adjustment in the periods presented is immaterial.

Cost of services consists primarily of wages paid to temporary employees and
related payroll taxes and workers' compensation expenses. Selling, general and
administrative expenses consist primarily of sales commissions, salaries,
travel and entertainment expenses, executive compensation and related
benefits, administrative salaries and benefits, marketing expenses, rent,
utilities, insurance and professional fees.

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
generally increase in proportion with service revenue from permanent
placements. Consistent with industry practice, these costs are included in
selling, general and administrative expenses.

Goodwill

In July 1996, the SEC issued Staff Accounting Bulletin No. 97 ("SAB 97")
relating to business combinations immediately prior to an initial public
offering. SAB 97 requires that these combinations be accounted for using the
purchase method of accounting. Under the purchase method, the Founding Company
whose owners receive the largest portion of voting rights in the combined
enterprise is presumed to be the accounting acquirer. Accordingly, Sparks has
been designated as the accounting acquirer. For the remaining Founding
Companies and WORK, $117.4 million, representing the estimated excess of the
fair value of the acquisition consideration to be paid over the estimated fair
value of the net assets to be acquired, would be recorded as goodwill as
calculated on a proforma basis as of June 30, 1998. This goodwill will be
amortized as a non-cash charge to the Company's statements of operations over
a 40-year period. The pro forma impact of this amortization expense, which is
non-deductible for federal income tax purposes, is $2.9 million per year on an
after-tax basis. See "Risk Factors--Significant Intangible Assets."

S Corporation Elections

Prior to consummation of the Acquisitions, Absolutely, AIM, BeneTemps,
Burnett, CHP, CoreLink, Law Pros, Law Resources, PCN, Smith Hanley, Sparks,
Task and WSI (the "S Corporations") had elected to be treated as S
Corporations under the Internal Revenue Code of 1986, as amended (the "Code").
Following the Acquisitions, the Company will be subject to federal and state
income taxes. In general, an S Corporation is not treated as a separate
taxable entity, and an S Corporation's gains, income, losses and separately
stated tax items are taxed to its shareholders on a pro rata basis. Certain of
the Founding Companies have made periodic distributions to their shareholders.
The balance of taxed or taxable accumulated earnings which have not been
distributed is reflected in the accumulated adjustment accounts ("AAA
Account") for each such Founding Company. In connection with the Acquisitions,
the S Corporation status of the S Corporations will terminate and, therefore,
the S Corporations will make a distribution to their existing shareholders of
the AAA Account in an aggregate principal amount estimated to equal
approximately $6.5 million at the time of the Offering. The Company expects
that certain of the S Corporations will borrow approximately $2.4 million to
fund their AAA Account distributions, which indebtedness will be repaid from
the aggregate cash and cash equivalents of the Founding Companies. See
"Certain Transactions--The Acquisitions."

Income Taxes

28
<PAGE>

recognized for temporary differences between financial statement and income
tax bases of assets and liabilities and net operating loss carryforwards, and
is measured using enacted tax rates expected to apply to taxable income in the
years in which these temporary differences are expected to be recovered or
settled.

Management Shares

In 1997 WORK sold shares of Common Stock to its management, directors,
founders and consultants. As a result, WORK recorded a non-recurring, non-cash
compensation charge of approximately $7.4 million in 1997, representing the
difference between the amount paid for the shares and the estimated fair value
of the shares at such time. The fair value of such Common Stock was based on
the value of other WORK equity offerings at approximately the same time.

PRO FORMA RESULTS OF OPERATIONS

WORK will acquire the Founding Companies concurrently with and as a
condition to the consummation of this Offering. For financial statement
presentation purposes, Sparks has been identified as the accounting acquirer.
The following summary of unaudited pro forma financial data presents certain
data for the Company, as adjusted for (i) the effects of the Acquisitions on a
historical basis, (ii) the effects of certain pro forma adjustments to the
historical financial statements and (iii) the consummation of this Offering
and the application of the estimated net proceeds therefrom. See "Selected
Historical and Pro Forma Combined Financial Data" and the Unaudited Pro Forma
Combined Financial Statements and the notes thereto included in this
Prospectus.

PRO FORMA COMBINED STATEMENT OF OPERATIONS DATA

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
----------------
AMOUNT %
---------- -----
(DOLLARS IN
THOUSANDS,
EXCEPT PER SHARE
DATA)
<S> <C> <C>
Revenues...................................................... $ 168,147 100.0%
Cost of revenues.............................................. 113,794 67.7%
----------
Gross profit.................................................. 54,353 32.3%
Selling, general and administrative expenses.................. 38,070 22.6%
Amortization of goodwill...................................... 2,935 1.7%
---------- -----
Operating income.............................................. 13,348 7.9%
Interest expense.............................................. 7 --
Other income, net............................................. 268 0.2%
---------- -----
Income before income taxes.................................... 13,609 8.1%
Income tax expense (benefit).................................. 6,734 4.0%
---------- -----
Net income.................................................... 6,875 4.1%
========== =====
Pro forma net income per share--basic and diluted............. $ .48
==========
Shares used in computing pro forma net income per share....... 14,316,327
==========
</TABLE>

PRO FORMA LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1998, on a pro forma combined basis, after giving effect to (i)
distributions by the S Corporations from their AAA Accounts of approximately
$6.5 million, (ii) distributions of approximately $13.4 million of accounts
receivable by the S Corporations regarding the change of tax accounting
methods from the cash to accrual method, (iii) the Acquisitions, (iv) the
repayment of approximately $2.4 million in debt of the Founding Companies
incurred to fund AAA account distributions from aggregate cash and cash
equivalents of

29
<PAGE>

the Founding Companies available after the Acquisitions, and (v) the closing
of this Offering and the Company's application of its net proceeds therefrom
to repay approximately $1.2 million of indebtedness of the Founding Companies
and fund the $66.9 million cash portion of the Acquisitions, the Company would
have had an aggregate of $1.4 million of cash and cash equivalents, $2.3
million of working capital and $0.1 million of capital lease obligations.

The Company has recently received a commitment letter from to
provide the Company with the Credit Facility which may be used for
acquisitions, working capital and other general corporate purposes. The Credit
Facility will be secured by all accounts receivable, inventory, equipment, and
stock of subsidiaries of the Company. The Company expects that the Credit
Facility will require compliance with various affirmative covenants, including
affirmative covenants to: (i) maintain the existence, qualification and good
standing of the Company and its subsidiaries; (ii) comply in all material
respects with applicable laws; (iii) maintain material properties, rights and
franchises; (iv) deliver certain financial and other reports; (v) maintain
specified insurance; (vi) pay taxes; and (vii) notify the lender of any
default. The Credit Facility is also expected to include negative covenants
limiting the ability of the Company and its subsidiaries to: (i) incur
indebtedness, including contractual contingent obligations; (ii) pay certain
debt after default; (iii) create or allow to exist liens or other
encumbrances; (iv) transfer assets except in the ordinary course of business;
(v) enter into mergers, consolidations and asset dispositions of all or
substantially all of its properties; (vi) make investments; (vii) extend loans
to any entity; (viii) sell, transfer or otherwise dispose of any class of
stock or the voting rights of any subsidiary of the Company; (ix) enter into
transactions with related parties other than on an arm's-length basis on terms
no less favorable to the Company than those available from third parties; (x)
amend certain agreements; (xi) make any material change in the nature of the
business conducted by the Company; (xii) pay dividends or redeem shares of
capital stock; and (xiii) make capital expenditures. The Credit Facility is
also expected to require the maintenance by the Company of a minimum net worth
and certain financial ratios, including fixed charge coverage ratios, interest
coverage ratios and maximum funded debt to cash flow ratios. These covenants
could limit the Company's operational and financial flexibility. The Credit
Facility is subject to negotiation of definitive documentation and certain
other customary conditions, and there can be no assurance that the Company
will be able to obtain the Credit Facility on terms acceptable to the Company.

The Company intends to pursue acquisition opportunities. The Company expects
to fund future acquisitions through the issuance of additional Common Stock,
borrowings, including amounts available under the Credit Facility, and cash
flow from operations. To the extent the Company funds a significant portion of
the consideration for future acquisitions with cash, it may have to increase
the amount available under the Credit Facility or obtain other sources of
financing. There can be no assurance such financing will be available on terms
acceptable to the Company. The Company expects that its cash flow from
operations, together with borrowings under the Credit Facility, will provide
cash sufficient to meet the Company's normal working capital needs, debt
service requirements and planned capital expenditures for property and
equipment (exclusive of acquisitions of other businesses) for the next several
years.

On a pro forma combined basis, the Company made capital expenditures for
property and equipment of $1.0 million in fiscal 1997. The Company has no
current material commitments for capital expenditures.

Three of the Founding Companies have the ability to receive additional
amounts of purchase price, payable in cash in 1999 and 2000, contingent upon
the occurrence of future events. Additional payments, if any, related to these
arrangements will be recorded as additional purchase consideration at the time
such amount is determinable.

INFLATION

Due to the relatively low level of inflation experienced in 1997, inflation
did not have a significant effect on the pro forma results of operations of
the Company in 1997. However, there can be no assurances that the Company's
business will not be affected by inflation in the future.

30
<PAGE>

SEASONALITY AND QUARTERLY FLUCTUATIONS

The Founding Companies historically have experienced quarterly fluctuations
in revenue, operating income and cash flows. The Company may also have
quarterly fluctuations in operations as a result of the addition or losses of
new clients, the timing and magnitude of acquisitions and capital
expenditures, changes in revenue mix and the selling, general and
administrative costs to support the Company's growth.

The Company's operating results have historically fluctuated from quarter to
quarter. In addition, due to the timing of the assessment of employment
related taxes, the Company's gross profit margin typically improves from
quarter to quarter within each year with the first quarter generally being the
least favorable. Employment related taxes are based on the cumulative earnings
of individual employees up to a specified wage level. Since the Company's
revenues related to an individual employee are generally earned and collected
at a relatively constant rate throughout each year, payment of such
unemployment tax obligations may have a substantial impact on the Company's
financial condition and results of operations during the first six months of
each year. In addition, the Company's operations are also affected by the
seasonal fluctuations in the businesses of the Company's clients, as well as
the fluctuations in the demand for staffing services, which are typically
stronger in the second and third quarters for calendar year clients.

YEAR 2000 RISKS

State of Readiness

The Company considers itself to be in its assessment phase. It intends to
initiate the remediation procedures which will include acquiring and
implementing new software packages. The Company has initiated an assessment in
order to determine which of the Company's information technology and non-
information technology applications possess Year 2000 problems. The Company
intends to utilize both internal and external resources as it continues to
assess the exposure relating to its Year 2000 problems.

The Company has focused its assessments to date on the information
technology systems. To date the Company's assessments indicate that, due to
the nature of the Company's operations, the non information technology systems
(i.e. embedded technology such as microcontrollers) do not represent a
significant area of risk relative to Year 2000 readiness. The Company's
operations do not include capital intensive equipment with embedded
microcontrollers.

The Company's initial assessment has indicated that certain of the Founding
Companies presently have Year 2000 problems related to their information
technology software. Due to the relatively small size of many of the Founding
Companies and the utilization of standard, relatively inexpensive software
packages in their operations, the Company intends to replace the software with
Year 2000 compliant software rather than modify the existing packages.

The Company has not initiated a detailed assessment of the issues relating
to third parties with which they have material relationships. Although no
formal assessment has been initiated, the Company does not feel it has any
significant dedicated vendor relationships which will be jeopardized. Should
certain Company vendors be hampered by Year 2000 issues, the Company feels it
will be able to replace their services or products with similar vendors of
comparable quality. While the effect of Year 2000 issues could severely affect
certain customers, the Company is not dependent upon any one customer or group
of customers for a substantial amount of combined revenue. The Company feels
that it is likely that certain customers will be negatively impacted by Year
2000 issues. At this point the Company is unable to estimate the negative
impact on the amount of revenue from these customers.

31
<PAGE>

Costs to Address the Company's Year 2000 Issues

Due to the Company being in the initial phase of its assessment process it
is difficult to accurately estimate the costs associated with the complete
assessment and remediation activities. However, the Company believes that the
costs associated with the completion of its assessment phase will not exceed
$150,000 with the cost of the remediation phase not to exceed $1,000,000.

Contingency Plan

Although the Company presently has not developed a contingency plan, it is
the Company's intention to have such a plan developed by March 31, 1999.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income"
("SFAS 130") which establishes standards for reporting and display of
comprehensive income and its components. The required interim disclosures for
SFAS 130 will be included in the quarterly reports on Form 10-Q in 1998, and
the annual presentation disclosures will be included in the Company's December
31, 1998 consolidated financial statements. The adoption of SFAS 130 will have
no impact on the Company's results of operations, financial position or cash
flows and any effect will be limited to the presentation of its consolidated
financial statements.

In June 1997, the FASB issued SFAS No. 131, Disclosure About Segments of an
Enterprise and Related Information ("SFAS 131"). SFAS 131 establishes
standards for the manner in which business enterprises are to report
information about operating segments in its annual statements and requires
those enterprises to report selected information regarding operating segments
in interim financial reports issued to shareholders. It also establishes
standards for related disclosures about products and services, geographic
areas and major customers. SFAS 131 is effective for fiscal years beginning
after December 15, 1997. Financial statements disclosures for prior periods
are required to be restated. The Company is in the process of evaluating the
disclosure requirements. The adoption of SFAS 131 will not have an impact on
the Company's results of operations, financial position or cash flows and any
effect will be limited to the presentation of its disclosures.

32
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--COMBINED AND SELECTED FOUNDING COMPANIES

The following discussions should be read in conjunction with the Financial
Statements of the Founding Companies and related notes appearing elsewhere in
this Prospectus.

COMBINED FOUNDING COMPANIES GROSS PROFIT DATA

The historical combined gross profit data of the Founding Companies for the
periods presented do not represent historical combined gross profit data
presented in accordance with generally accepted accounting principles, but are
only a summation of the revenue and cost of services of the individual
Founding Companies. The historical combined gross profit data may not be
indicative of the Company's post-combination gross profit data for a number of
reasons.

The following table sets forth certain selected combined gross profit data
of the Founding Companies on a historical basis and as a percentage of total
revenues for the periods indicated (in thousands):

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $96,291 100% $126,948 100% $168,147 100% $80,927 100% $94,328 100%
Cost of services........ 63,848 66% 84,745 67% 113,794 68% 54,604 67% 63,151 67%
------- --- -------- --- -------- --- ------- --- ------- ---
Gross profit............ $32,443 34% $ 42,203 33% $ 54,353 32% $26,323 33% $31,177 33%
======= === ======== === ======== === ======= === ======= ===
</TABLE>

Comparison of Six Months Ended June 30, 1998 and 1997

REVENUE.--Combined revenue increased $13.4 million, or 17%, from $80.9
million for the six months ended June 30, 1997 to $94.3 million for the six
months ended June 30, 1998. Combined service fees increased $12.1 million, or
17%, from $72.8 million for the six months ended June 30, 1997 to $84.9
million for the six months ended June 30, 1998. This increase was primarily
attributed to an increase in volume from existing customers, the addition of
new customers, an increase in billing rates, the addition of new branch
offices, and the entry into new specialty services. Permanent placement fees
increased $1.3 million, or 15%, from $8.1 million for the six months ended
June 30, 1997 to $9.4 million for the six months ended June 30, 1998. This
increase was primarily attributed to increases in volume from existing
customers and the addition of new customers.

GROSS PROFIT.--Combined gross profit increased $4.9 million, or 18%, from
$26.3 million for the six months ended June 30, 1997 to $31.2 million for the
six months ended June 30, 1998. Overall combined gross profit as a percentage
of combined revenues was 33% for the six months ended June 30, 1997 and 1998.
Combined gross profit on combined service fees increased $3.6 million, or 20%,
from $18.2 million for the six months ended June 30, 1997 to $21.8 million for
the six months ended June 30, 1998. Combined gross profit on combined service
fees as a percentage of combined service fees increased from 25% to 26% for
the six months ended June 30, 1997 and 1998, respectively. Permanent placement
fees typically generate combined gross profit margins of 100%. Sales
commissions and other costs associated with permanent placements are included
in selling, general and administrative expenses.

Comparison of 1997, 1996 and 1995

Revenue.--Combined revenue increased $41.2 million, or 32%, from $126.9
million for 1996 to $168.1 million for 1997. Combined revenue increased $30.6
million, or 32%, from $96.3 million in 1995 to $126.9 million in 1996.
Combined service fees increased $37.8 million, or 33%, from $113.5 million in
1996 to $151.3 million in 1997. Combined service fees increased $27.2 million,
or 32%, from $86.3 million in 1995 to $113.5 million in 1996. This increase
was primarily attributed to an increase in volume from existing customers, the
addition of new customers, an increase in billing rates, the addition of new
branch offices, and the entry into new specialty services. Permanent placement
fees increased $3.4 million, or 25%, from $13.4 million in 1996 to $16.8
million in 1997. Permanent placement fees increased $3.4 million, or 34%, from
$9.9 million in 1995 to $13.4 million in 1996. This increase was primarily
attributed to increases in volume from existing customers and the addition of
new customers.

33
<PAGE>

Gross Profit.--Combined gross profit increased $12.2 million, or 29%, from
$42.2 million for 1996 to $54.4 million for 1997. Combined gross profit
increased $9.8 million, or 30%, from $32.4 million for 1995 to $42.2 million
for 1996. Overall combined gross profit as a percentage of combined revenues
was 34%, 33% and 32% in 1995, 1996 and 1997, respectively. Combined gross
profit on combined service fees increased $8.7 million, or 30%, from $28.8
million in 1996 to $37.5 million in 1997. Combined gross profit on combined
service fees increased $6.3 million, or 28%, from $22.5 million in 1995 to
$28.8 million in 1996. Combined gross profit on combined service fees as a
percentage of combined service fees was 26%, 25% and 25% in 1995, 1996 and
1997, respectively. Permanent placement fees typically generate combined gross
profit margins of 100%. Sales commissions and other costs associated with
permanent placements are included in selling, general and administrative
expenses.

COMBINED LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth selected cash flow information for WORK on a
combined historical basis (in thousands):
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED JUNE 30,
DECEMBER 31, ----------------
1997 1997 1998
------------ ------- -------
<S> <C> <C> <C>
Net cash provided by operating activities........ $ 6,773 $ 5,655 $ 5,867
Net cash used in investing activities............ (1,476) (709) (897)
Net cash used in financing activities............ (2,680) (3,016) (4,947)
------- ------- -------
Net increase in cash and cash equivalents........ $ 2,617 $ 1,930 $ 23
======= ======= =======
</TABLE>

For the six months ended June 30, 1998, on a combined basis, the Company
generated $5.9 million of net cash from operating activities, primarily from
net income of $6.1 million. Combined net cash used in investing activities
totaled $0.9 million, primarily for the purchase of furniture, fixtures and
equipment. Combined net cash used in financing activities totaled $4.9
million, primarily for net payments of $0.9 million on lines of credit,
repurchase of stock from a Founding Company employee stock ownership plan of
$0.9 million, dividends and distributions to shareholders of $4.1 million and
deferred offering costs of $1.1 million, offset by proceeds of $2.6 million
from the issuance of WORK preferred stock.

During 1997, on a combined basis, the Company generated $6.8 million of net
cash from operating activities. Cash provided by operating activities was
primarily net income of $1.4 million adjusted for $9.3 million of non-cash
expenses and an increase in accounts payable and accrued expenses of $2.3
million, partially offset by a $5.1 million increase in accounts receivable.
Combined net cash used in investing activities was $1.5 million, primarily for
the purchase of furniture, fixtures and equipment. Combined net cash used in
financing activities was $2.7 million, primarily $3.6 million in dividends,
distributions and note payments to Founding Company shareholders, and net
payments of $0.3 million on outstanding debt, offset by proceeds of $0.9
million from the issuance of WORK preferred stock.

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

Sparks has been in business since 1970. Sparks provides staffing services
with emphasis on office automation and accounting clerical staffing; together
with customer service, help desk and telemarketing positions in the
communications, computer and insurance industries.

Results of Operations

The following table sets forth certain historical financial data of Sparks
and that data as a percentage of revenue for the periods indicated:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $15,777 100% $22,644 100% $27,124 100% $13,543 100% $14,783 100%
Cost of services........ 11,249 71% 16,598 73% 19,604 72% 9,774 72% 10,567 71%
------- ------- ------- ------- -------
Gross profit............ 4,528 29% 6,046 27% 7,520 28% 3,769 28% 4,216 29%
S G & A................. 2,831 18% 3,802 17% 4,634 17% 2,173 16% 2,582 17%
------- ------- ------- ------- -------
Operating income........ $ 1,697 11% $ 2,244 10% $ 2,886 11% $ 1,596 12% $ 1,634 12%
======= ======= ======= ======= =======
</TABLE>

34
<PAGE>

Comparison of Six Months Ended June 30, 1998 and 1997

Revenue.--Revenue increased $1.3 million, or 9%, from $13.5 million for the
six months ended June 30, 1997 to $14.8 million for the six months ended June
30, 1998. Service fees increased $1.1 million, or 9%, from $13.4 million for
the six months ended June 30, 1997 to $14.5 million for the six months ended
June 30, 1998. This increase was primarily attributed to an increase in volume
from existing customers, the addition of new customers and an increase in
billing rates. Permanent placement fees increased $0.1 million, or 63%, from
$0.1 million for the six months ended June 30, 1997 to $0.2 million for the
six months ended June 30, 1998. This increase was primarily attributed to
increases in volume from existing customers and the addition of new customers.

Gross Profit.--Gross profit increased $0.4 million, or 12%, from $3.8
million for the six months ended June 30, 1997 to $4.2 million for the six
months ended June 30, 1998. The gross profit percentage increased from 28% for
the six months ended June 30, 1997 to 29% for the same period in 1998. Gross
profit on service fees increased $0.4 million, or 10%, from $3.6 million for
the six months ended June 30, 1997 to $4.0 million for the six months ended
June 30, 1998. Gross profit on service fees as a percentage of service fees
was 27% for the six months ended June 30, 1997 and 1998. Permanent placement
fees typically generate gross profit margins of 100%. Sales commissions and
other costs associated with permanent placements are included in selling,
general and administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.4 million, or 19%, from $2.2 million for
the six months ended June 30, 1997 to $2.6 million for the six months ended
June 30, 1998. This increase was primarily due to increased personnel costs to
support revenue growth. Selling, general and administrative expenses increased
as a percent of revenue from 16% for the six months ended June 30, 1997 to 17%
for the same period in 1998.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $4.5 million, or 20%, from $22.6 million in 1996
to $27.1 million in 1997. Revenue increased $6.8 million, or 44%, from $15.8
million in 1995 to $22.6 million in 1996. Service fees increased $4.4 million,
or 19%, from $22.4 million in 1996 to $26.8 million in 1997. Service fees
increased $6.7 million, or 43%, from $15.7 million in 1995 to $22.4 million in
1996. This increase was primarily attributed to the opening of new branch
offices, an increase in volume from existing customers, the addition of new
customers and an increase in billing rates. Permanent placement fees increased
$0.1 million, or 61%, from $0.2 million in 1996 to $0.3 million in 1997.
Permanent placement fees increased $0.1 million, or 234%, from $0.1 millon in
1995 to $0.2 million in 1996. This increase was primarily attributed to
increases in volume from existing customers and the addition of new customers.

Gross Profit.--Gross profit increased $1.5 million, or 24%, from $6.0
million in 1996 to $7.5 million in 1997. Gross profit increased $1.5 million,
or 34%, from $4.5 million in 1995 to $6.0 million in 1996. Overall gross
profit as a percentage of revenue was 29%, 27% and 28% in 1995, 1996 and 1997,
respectively. Gross profit on service fees increased $1.3 million, or 23%,
from $5.9 million in 1996 to $7.2 million in 1997. Gross profit on service
fees increased $1.4 million, or 31% from $4.5 million in 1995 to $5.9 million
in 1996. Gross profit on service fees as a percentage of service fees was 28%,
26% and 27% in 1995, 1996 and 1997, respectively. Permanent placement fees
typically generate gross profit margins of 100%. Sales commissions and other
costs associated with permanent placements are included in selling, general
and administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.8 million, or 22%, from $3.8 million in
1996 to $4.6 million in 1997. Selling, general and administrative expenses
increased $1.0 million, or 34%, from $2.8 million in 1995 to $3.8 million in
1996. These increases were primarily due to increased personnel costs
associated with revenue growth and costs of new branch offices. Selling,
general and administrative expenses as a percent of revenue remained constant
at 17% for 1997 and 1996 and was 18% in 1995.

35
<PAGE>

Liquidity and Capital Resources

The following table sets forth selected information from Sparks statements
of cash flows:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, ---------------
1997 1997 1998
------------ ------ -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by operating activities......... $ 3,077 $2,157 $ 1,826
Net cash used in investing activities............. (168) (43) (31)
Net cash used in financing activities............. (2,577) (1,665) (1,764)
------- ------ -------
Net increase in cash and cash equivalents......... $ 332 $ 449 $ 31
======= ====== =======
</TABLE>

For the six months ended June 30, 1998, Sparks generated $1.8 million in net
cash from operating activities primarily from net income of $1.7 million. Net
cash used in financing activities was for shareholder distributions of $1.8
million. Sparks had working capital of $3.8 million with no debt outstanding
at June 30, 1998.

For the year ended December 31, 1997, Sparks generated $3.1 million in net
cash from operating activities primarily from net income of $2.9 million. Net
cash used in financing activities of $2.6 million was primarily for
shareholder distributions of $2.4 million. Sparks had working capital of $3.8
million with no debt outstanding at December 31, 1997.

THE BURNETT COMPANIES CONSOLIDATED, INC.

Burnett is headquartered in Houston, Texas, with branch offices located in
Austin and El Paso, Texas. Burnett has been in business since 1974 and
provides office automation and accounting clerical personnel; engineering;
telemarketing specialists; information technology specialists; accounting,
finance and other specialists; and production/assembly and distribution
personnel.

Results of Operations

The following table sets forth certain historical financial data of Burnett
and that data as a percentage of revenue for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
------------------------------------- ------------------------
DECEMBER DECEMBER DECEMBER JUNE 30, JUNE 30,
30, 1995 28, 1996 27, 1997 1997 1998
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $23,871 100% $30,377 100% $41,201 100% $19,812 100% $22,606 100%
Cost of services........ 17,405 73% 22,152 73% 30,672 74% 14,832 75% 16,396 73%
------- ------- ------- ------- -------
Gross profit............ 6,466 27% 8,225 27% 10,529 26% 4,980 25% 6,210 27%
S G & A................. 5,703 24% 6,570 22% 8,130 20% 3,774 19% 4,493 20%
------- ------- ------- ------- -------
Operating income........ $ 763 3% $ 1,655 5% $ 2,399 6% $ 1,206 6% $ 1,717 7%
======= ======= ======= ======= =======
</TABLE>

Comparison of Six Months Ended June 30, 1998 and 1997

Revenue.--Revenue increased $2.8 million, or 14%, from $19.8 million for the
six months ended June 30, 1997 to $22.6 million for the six months ended June
30, 1998. Service fees increased $2.2 million, or 12%, from $19.1 million for
the six months ended June 30, 1997 to $21.3 million for the six months ended
June 30, 1998. This increase was primarily attributed to an increase in volume
from existing customers, the addition of new customers and an increase in
billing rates. Permanent placement fees increased $0.6 million, or 77%, from
$0.7 million for the six months ended June 30, 1997 to $1.3 million for the
six months ended June 30, 1998. This increase was primarily attributed to
increases in volume from existing customers and the addition of new customers.

36
<PAGE>

Gross Profit--Gross profit increased $1.2 million or 25%, from $5.0 million
for the six months ended June 30, 1997 to $6.2 million for the six months
ended June 30, 1998. Gross profit as a percentage of revenue increased from
25% to 27% for the six months ended June 30, 1997 and 1998, respectively.
Gross profit on service fees increased $0.7 million, or 15%, from $4.2 million
for the six months ended June 30, 1997 to $4.9 million for the six months
ended June 30, 1998. Gross profit on service fees as a percentage of service
fees increased from 22% to 23% for the six months ended June 30, 1997 and
1998, respectively. Permanent placement fees typically generate gross profit
margins of 100%. Sales commissions and other costs associated with permanent
placements are included in selling, general and administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.7 million, or 19%, from $3.8 million for
the six months ended June 30, 1997 to $4.5 million for the six months ended
June 30, 1998. This increase was primarily due to increased salaries and
commissions. Selling, general and administrative expenses as a percentage of
revenue increased from 19% to 20% for the six months ended June 30, 1997 and
1998, respectively.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $10.8 million, or 36%, from $30.4 million in
1996 to $41.2 million in 1997. Revenue increased $6.5 million, or 27%, from
$23.9 million in 1995 to $30.4 million in 1996. Service fees increased $10.3
million, or 35%, from $29.2 million in 1996 to $39.5 million in 1997. Service
fees increased $6.3 million, or 28%, from $22.9 million in 1995 to $29.2
million in 1996. This increase was primarily attributed to the increase in new
specialty services, an increase in volume from existing customers, the
addition of new customers and an increase in billing rates. Permanent
placement fees increased $0.6 million, or 46%, from $1.2 million in 1996 to
$1.8 million in 1997. Permanent placement fees increased $0.2 million, or 18%,
from $1.0 million in 1995 to $1.2 million in 1996. This increase was primarily
attributed to increases in volume from existing customers and the addition of
new customers.

Gross Profit.--Gross profit increased $2.3 million, or 28%, from $8.2
million in 1996 to $10.5 million in 1997. Gross profit increased $1.8 million,
or 27%, from $6.4 million in 1995 to $8.2 million in 1996. Gross profit as a
percentage of revenue was 27%, 27% and 26% in 1995, 1996 and 1997,
respectively. Gross profit on service fees increased $1.8 million, or 25%,
from $7.0 million in 1996 to $8.8 million in 1997. Gross profit on service
fees increased $1.6 million, or 29%, from $5.4 million in 1995 to $7.0 million
in 1996. Gross profit on service fees as a percentage of service fees was 24%,
24% and 22% in 1995, 1996 and 1997, respectively. Permanent placement fees
typically generate gross profit margins of 100%. Sales commissions and other
costs associated with permanent placements are included in selling, general
and administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $1.5 million, or 24%, from $6.6 million in
1996 to $8.1 million in 1997. Selling, general and administrative expenses
increased $0.9 million, or 15%, from $5.7 million in 1995 to $6.6 million in
1996. This increase was primarily due to increased salaries and commissions,
and new facility costs. Selling, general and administrative expenses as a
percentage of revenue was 24%, 22% and 20% in 1995, 1996 and 1997,
respectively.

Liquidity and Capital Resources

The following table sets forth selected information from Burnett statements
of cash flows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED -----------------
DECEMBER 27, JUNE 30, JUNE 30,
1997 1997 1998
------------ -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by operating activities........ $2,565 $1,090 $1,174
Net cash used in investing activities............ (551) (210) (266)
Net cash used in financing activities............ (590) (373) (1,248)
------ ------ ------
Net increase in cash and cash equivalents........ $1,424 $ 507 $ (340)
====== ====== ======
</TABLE>

37
<PAGE>

For the six months ended June 30, 1998, net cash provided by operating
activities was $1.2 million, primarily from net income before depreciation and
amortization of $2.0 million offset by increased accounts receivable of $0.4
million and decreased accounts payable and accrued liabilities of $0.4
million. Net cash used in investing activities relates primarily to the
purchase of furniture, fixtures and equipment. Net cash used in financing
activities of $1.2 million related primarily to shareholder distributions.
Burnett had working capital of $6.6 million at June 30, 1998.

For the fiscal year ended December 27, 1997, net cash provided by operating
activities was $2.6 million, primarily net income before depreciation and
amortization of $2.9 million and increased accounts payable and accrued
payroll expenses of $0.6 million, partially offset by increased accounts
receivable of $0.9 million. Net cash used in investing activities totaled $0.6
million, primarily the purchase of furniture, fixtures and equipment. Net cash
used in financing activities totaled $0.6 million for debt payments, treasury
stock purchases and shareholder distributions of $0.2 million, $0.1 million
and $0.3 million, respectively. Burnett had working capital of $6.0 million
and debt outstanding of $0.1 million at December 27, 1997.

PROFESSIONAL CONSULTING NETWORK, INC.

PCN has been in business since 1988. From its headquarters in San Francisco,
California, PCN provides staffing services in information technology,
management information systems, software engineering and design services to
companies in Northern California.

Results of Operations

The following table sets forth certain historical financial data of PCN and
that data as a percentage of revenue for the periods indicated:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------- ----------------------
1995 1996 1997 1997 1998
---------- ---------- ----------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue........... $9,236 100% $9,902 100% $11,286 100% $5,015 100% $7,364 100%
Cost of services.. 6,905 75% 6,871 69% 7,385 65% 3,361 67% 5,073 69%
------ ------ ------- ------ ------
Gross profit...... 2,331 25% 3,031 31% 3,901 35% 1,654 33% 2,291 31%
S G & A........... 2,078 22% 2,591 26% 3,002 27% 1,478 29% 1,681 23%
------ ------ ------- ------ ------
Operating income.. $ 253 3% $ 440 4% $ 899 8% $ 176 4% $ 610 8%
====== ====== ======= ====== ======
</TABLE>

Comparison of Six Months Ended June 30, 1998 and 1997

Revenue.--Revenue increased $2.4 million, or 47%, from $5.0 million for the
six months ended June 30, 1997 to $7.4 million for the six months ended June
30, 1998. Service fees increased $2.1 million, or 51%, from $4.2 million for
the six months ended June 30, 1997 to $6.3 million for the six months ended
June 30, 1998. This increase was primarily attributed to an increase in volume
from existing customers, the addition of new customers and an increase in
billing rates. Permanent placement fees increased $0.2 million, or 26%, from
$0.8 million for the six months ended June 30, 1997 to $1.0 million for the
six months ended June 30, 1998. This increase was primarily attributed to
increases in volume from existing customers and the addition of new customers.

Gross Profit.--Gross profit increased $0.6 million, or 38%, from $1.7
million for the six months ended June 30, 1997 to $2.3 million for the six
months ended June 30, 1998. Gross profit as a percentage of revenue decreased
from 33% for the six months ended June 30, 1997 to 31% for the six months
ended June 30, 1998. Gross profit on service fees increased $0.4 million, or
51%, from $0.8 million for the six months ended June 30, 1997 to $1.2 million
for the six months ended June 30, 1998. Gross profit on service fees as a
percentage of service fees was 20% for the six months ended June 30, 1997 and
1998. Permanent placement fees typically generate gross profit margins of
100%. Sales commissions and other costs associated with permanent placements
are included in selling, general and administrative expenses.

38
<PAGE>

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses as a percentage of revenue decreased from 29% for the
six months ended June 30, 1997 to 23% for the six months ended June 30, 1998.
This decrease was primarily due to lower professional fees.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $1.4 million, or 14%, from $9.9 million in 1996
to $11.3 million in 1997. Revenue increased $0.7 million, or 7%, from $9.2
million in 1995 to $9.9 million in 1996. Service fees increased $0.7 million,
or 8%, from $8.7 million in 1996 to $9.4 million in 1997. Service fees
increased $0.1 million, or 1%, from $8.6 million in 1995 to $8.7 million in
1996. This increase was primarily attributed to an increase in volume from
existing customers, the addition of new customers and an increase in billing
rates. Permanent placement fees increased $0.7 million, or 62%, from $1.2
million in 1996 to $1.9 million in 1997. Permanent placement fees increased
$0.6 million, or 106%, from $0.6 million in 1995 to $1.2 million in 1996. This
increase was primarily attributed to increases in volume from existing
customers and the addition of new customers.

Gross Profit.--Gross profit increased $0.9 million, or 29%, from $3.0
million in 1996 to $3.9 million in 1997. Gross profit increased $0.7 million,
or 30%, from $2.3 million in 1995 to $3.0 million in 1996. Overall gross
profit as a percentage of revenue was 25%, 31% and 35% in 1995, 1996 and 1997,
respectively. Gross profit on service fees increased $0.1 million, or 8%, from
$1.9 million in 1996 to $2.0 million in 1997. Gross profit on service fees
increased $0.1 million, or 6%, from $1.8 million in 1995 to $1.9 million in
1996. Gross profit on service fees as a percentage of service fees was 20%,
21% and 21% in 1995, 1996 and 1997, respectively. Permanent placement fees
typically generate gross profit margins of 100%. Sales commissions and other
costs associated with permanent placements are included in selling, general
and administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.4 million, or 16%, from $2.6 million in
1996 to $3.0 million in 1997. Selling, general and administrative expenses
increased $0.5 million, or 25%, from $2.1 million in 1995 to $2.6 million in
1996. These increases were primarily due to increased personnel costs to
support revenue growth. Selling, general and administrative expenses as a
percent of revenue was 22%, 26% and 27% in 1995, 1996 and 1997, respectively.

Liquidity and Capital Resources

The following table sets forth selected information from PCN's statements of
cash flows:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, --------------
1997 1997 1998
------------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by operating activities......... $ 498 $1,016 $1,412
Net cash used in investing activities............. (40) (25) (54)
Net cash used in financing activities............. (486) (706) (919)
----- ------ ------
Net increase (decrease) in cash and cash
equivalents...................................... $ (28) $ 285 $ 439
===== ====== ======
</TABLE>

For the six months ended June 30, 1998, PCN generated net cash from
operating activities of $1.4 million, primarily from net income of $0.6
million and a decrease in trade accounts receivable of $0.8 million. Net cash
used in financing activities of $0.9 million primarily represents shareholders
distributions and net payments on line of credit. At June 30, 1998, PCN had
working capital of $1.8 million and no outstanding debt.

For the year ended December 31, 1997, PCN generated net cash from operating
activities of $0.5 million, primarily from net income of $0.9 million, an
increase in accounts payable of $0.3 million and an increase in trade accounts
receivable of $0.7 million. Net cash used in financing activities of $0.5
million, primarily represents shareholders distributions and officer loan
payments. At December 31, 1997, PCN had working capital of $1.7 million and
$0.4 million of outstanding debt.

39
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

Smith Hanley has been in business since 1980, and provides permanent
placement and temporary staffing services. Smith Hanley provides services in
the biostatistician, SAS programming, quantitative marketing, data
warehousing, investment banking, and commercial insurance specialities through
its offices located in New York, New York; Chicago, Illinois; Athens, Georgia;
Philadelphia, Pennsylvania; Orlando, Florida; and Southport, Connecticut.

Results of Operations

The following table sets forth certain historical financial data of Smith
Hanley and that data as a percentage of revenue for the periods indicated:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------ ----------------------
1995 1996 1997 1997 1998
---------- ----------- ----------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $7,315 100% $11,943 100% $16,321 100% $8,453 100% $9,077 100%
Cost of services........ 717 10% 2,546 21% 4,551 28% 2,139 25% 2,852 31%
------ ------- ------- ------ ------
Gross profit............ 6,598 90% 9,397 79% 11,770 72% 6,314 75% 6,225 69%
S G & A................. 6,327 86% 9,092 76% 11,047 68% 5,020 59% 5,418 60%
------ ------- ------- ------ ------
Operating income........ $ 271 4% $ 305 3% $ 723 4% $1,294 15% $ 807 9%
====== ======= ======= ====== ======
</TABLE>

Comparison of Six Months Ended June 30, 1998 and 1997

Revenue.--Revenue increased $0.6 million, or 7%, from $8.5 million for the
six months ended June 30, 1997 to $9.1 million for the six months ended June
30, 1998. Service fees increased $1.0 million, or 33%, from $3.0 million for
the six months ended June 30, 1997 to $3.9 million for the six months ended
June 30, 1998. This increase was primarily attributed to the successful entry
into new specialty services during 1997, an increase in volume from existing
customers, the addition of new customers and an increase in billing rates.
Permanent placement fees decreased $0.4 million, or 6%, from $5.5 million for
the six months ended June 30, 1997 to $5.1 million for the six months ended
June 30, 1998. This decrease was primarily attributed to decreases in volume
from existing customers offset by the addition of new customers.

Gross Profit.--Gross profit decreased $0.1 million, or 1%, from $6.3 million
for the six months ended June 30, 1997 to $6.2 million for the six months
ended June 30, 1998. The decrease in gross profit and in gross profit
percentage from 75% to 69% reflects the change in sales mix with temporary
staffing revenue representing 35% of total revenue in the first six months of
1997 compared to 43% in the first six months of 1998. Gross profit on service
fees increased $0.3 million, or 32%, from $0.8 million for the six months
ended June 30, 1997 to $1.1 million for the six months ended June 30, 1998.
Gross profit on service fees as a percentage of service fees was 28% for the
six months ended June 30, 1997 and 1998. Permanent placement fees typically
generate gross profit margins of 100%. Sales commissions and other costs
associated with permanent placements are included in selling, general and
administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.4 million, or 8%, from $5.0 million for
the six months ended June 30, 1997 to $5.4 million for the six months ended
June 30, 1998. Selling, general and administrative expenses as a percent of
revenue increased from 59% in 1997 to 60% in 1998. These increases were
primarily due to increased personnel costs.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $4.4 million, or 37%, from $11.9 million in 1996
to $16.3 million in 1997. Revenue increased $4.6 million, or 63%, from $7.3
million in 1995 to $11.9 million in 1996. Service fees

40
<PAGE>

increased $2.7 million, or 80%, from $3.4 million in 1996 to $6.1 million in
1997. Service fees increased $2.4 million, or 249% from $1.0 million in 1995
to $3.4 million in 1996. This increase was primarily attributed to the
successful entry into new specialty services during 1997, an increase in
volume from existing customers, the addition of new customers and an increase
in billing rates. Permanent placement fees increased $1.6 million, or 20%,
from $8.6 million in 1996 to $10.2 million in 1997. Permanent placement fees
increased $2.3 million, or 35%, from $6.3 million in 1995 to $8.6 million in
1996. This increase was primarily attributed to increases in volume from
existing customers and the addition of new customers.

Gross Profit.--Gross profit increased $2.4 million, or 25%, from $9.4
million in 1996 to $11.8 million in 1997. Gross profit increased $2.8 million,
or 42%, from $6.6 million in 1995 to $9.4 million in 1996. The decrease in
gross profit as a percent of revenue to 72% in 1997 from 79% in 1996 and 90%
in 1995 reflects the change in sales mix with temporary staffing revenue
representing 37%, 28% and 13% in 1997, 1996 and 1995, respectively. Gross
profit on service fees increased $0.7 million, or 82%, from $0.8 million in
1996 to $1.5 million in 1997. Gross profit on service fees increased $0.5
million, or 232%, from $0.3 million in 1995 to $0.8 million in 1996. Gross
profit on service fees as a percentage of service fees was 26%, 25% and 25% in
1995, 1996 and 1997, respectively. Permanent placement fees typically generate
gross profit margins of 100%. Sales commissions and other costs associated
with permanent placements are included in selling, general and administrative
expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $1.9 million, or 22%, from $9.1 million in
1996 to $11.0 million in 1997. Selling, general and administrative expenses
increased $2.8 million, or 44%, from $6.3 million in 1995 to $9.1 million in
1996. These increases were primarily due to increased personnel costs and an
increase in commission expense corresponding to the increase in permanent
placement fees.

Liquidity and Capital Resources

The following table sets forth selected information from Smith Hanley's
statements of cash flows:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -----------
1997 1997 1998
------------ ----- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by (used in) operating activities... $(115) $ (12) $658
Net cash used in investing activities................. (251) (230) (278)
Net cash used in financing activities................. (80) (83) --
----- ----- ----
Net decrease in cash and cash equivalents............. $(446) $(325) $380
===== ===== ====
</TABLE>

For the six months ended June 30, 1998, Smith Hanley provided $0.7 million
in net cash from operating activities, primarily as a result of net income of
$0.7 million, an increase in accounts payable and accrued expenses of $1.3
million and an increase in trade accounts receivable of $1.4 million. Net cash
used for investing activities, primarily for the purchase of property and
equipment, was $0.3 million. Smith Hanley had working capital of $1.4 million
with no debt outstanding at June 30, 1998.

For the year ended December 31, 1997, Smith Hanley used $0.1 million in net
cash for operating activities, primarily as a result of an increase in
accounts receivable of $1.2 million offset by net income of $0.7 million and
an increase in accounts payable and accrued liabilities of $0.4 million. Net
cash used for investing activities, primarily loans to officers and employees,
and the purchase of office equipment, was $0.3 million. Smith Hanley had
working capital of $0.9 million with no debt outstanding at December 31, 1997.

41
<PAGE>

TOSI PLACEMENT SERVICES INC.

TOSI and its predecessors has been in business since 1967 and is a provider
of office automation and accounting clerical staffing, information technology
staffing, traditional temporary staffing and permanent placement services in
the Toronto, Ontario area.

Results of Operations

The following table sets forth certain historical financial data of TOSI and
that data as a percentage of revenue for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
-----------------------------------------------------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, JUNE 28, JUNE 27,
1995 1996 1997 1997 1998
---------------------------------------------------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $ 4,893 100% $ 6,868 100% $ 9,484 100% $4,709 100% $6,137 100%
Cost of services........ 3,841 78% 5,429 79% 7,289 77% 3,626 77% 4,745 77%
------- ------- ------- ------ ------
Gross profit............ 1,052 22% 1,439 21% 2,195 23% 1,083 23% 1,392 23%
S G & A................. 912 19% 1,288 19% 1,324 14% 652 14% 1,400 23%
------- ------- ------- ------ ------
Operating income (loss). $ 140 3% $ 151 2% $ 871 9% $ 431 9% $ (8) 0%
======= ======= ======= ====== ======
</TABLE>

Comparison of Six Months Ended June 27, 1998 and June 28, 1997

Revenue.--Revenue increased $1.4 million, or 30%, from $4.7 million for the
six months ended June 28, 1997 to $6.1 million for the six months ended June
27, 1998. Service fees increased $1.4 million, or 31%, from $4.6 million for
the six months ended June 28, 1997 to $6.0 million for the six months ended
June 27, 1998. This increase was primarily attributed to an increase in volume
from existing customers, the addition of new customers and an increase in
billing rates. Permanent placement fees were $0.1 million for the six months
ended June 28, 1997 and June 27, 1998.

Gross Profit.--Gross profit increased $0.3 million, or 29%, from $1.1
million for the six months ended June 28, 1997 to $1.4 million for the six
months ended June 27, 1998. Gross profit as a percent of revenue remained
constant at 23% for the six months ended June 28, 1997 and June 27, 1998.
Gross profit on service fees increased $0.3 million, or 31%, from $1.0 million
for the six months ended June 28, 1997 to $1.3 million for the six months
ended June 27, 1998. Gross profit on service fees as a percentage of service
fees was 22% for the six months ended June 28, 1997 and June 27, 1998.
Permanent placement fees typically generate gross profit margins of 100%.
Sales commissions and other costs associated with permanent placements are
included in selling, general and administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.7 million, or 115%, from $0.7 million for
the six months ended June 28, 1997 to $1.4 million for the six months ended
June 27, 1998. This increase was primarily due to a management bonus of
approximately $650,000 and increased personnel and commission expense.
Selling, general and administrative expenses as a percent of revenue were 14%
and 23% for the six months ended June 28, 1997 and June 27, 1998,
respectively.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $2.6 million, or 38%, from $6.9 million in 1996
to $9.5 million in 1997. Revenue increased $2.0 million, or 40%, from $4.9
million in 1995 to $6.9 million in 1996. Service fees increased $2.5 million,
or 37%, from $6.8 million in 1996 to $9.3 million in 1997. Service fees
increased $2.0 million, or 41%, from $4.8 million in 1995 to $6.8 million in
1996. This increase was primarily attributed to an increase in volume from
existing customers, the addition of new customers and an increase in billing
rates. Permanent placement fees increased $0.1 million, or 149%, from $0.1
million in 1996 to $0.2 million in 1997. Permanent placement fees were $0.1
million in 1995 and 1996. This increase was primarily attributed to increases
in volume from existing customers and the addition of new customers.

42
<PAGE>

Gross Profit.--Gross profit increased $0.8 million, or 53%, from $1.4
million in 1996 to $2.2 million in 1997. Gross profit increased $0.4 million,
or 37%, from $1.0 million in 1995 to $1.4 million in 1996. Gross profit as a
percent of revenue was 22%, 21% and 23% in 1995, 1996 and 1997, respectively.
Gross profit on service fees increased $0.6 million, or 48%, from $1.4 million
in 1996 to $2.0 million in 1997. Gross profit on service fees increased $0.4
million, or 38%, from $1.0 million in 1995 to $1.4 million in 1996. Gross
profit on service fees as a percentage of service fees was 20%, 20% and 22% in
1995, 1996 and 1997. Permanent placement fees typically generate gross profit
margins of 100%. Sales commissions and other costs associated with permanent
placements are included in selling, general and administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses were $1.3 million in 1996 and 1997. Selling, general
and administrative expenses increased $0.4 million, or 41%, from $0.9 million
in 1995 to $1.3 million in 1996. This increase was primarily due to increased
personnel and commission expense. Selling, general and administrative expense
as a percent of revenue was 14% in 1997, and 19% in 1996 and 1995.

Liquidity and Capital Resources

The following table sets forth selected information from TOSI's statements
of cash flows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED -----------------
DECEMBER 27, JUNE 28, JUNE 27,
1997 1997 1998
------------ -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by operating activities....... $249 $145 $141
Net cash used in investing activities........... (34) (27) (7)
Net cash provided by (used in) financing
activities..................................... (126) 17 (22)
---- ---- ----
Net increase in cash and cash equivalents....... $ 89 $135 $112
==== ==== ====
</TABLE>

For the six months ended June 27, 1998, net cash provided by operating
activities was $0.1 million. At June 27, 1998, TOSI had $0.8 million of
working capital.

For the year ended December 27, 1997, net cash provided by operating
activities was $0.2 million, primarily net income of $0.5 million offset by an
increase in accounts receivable of $0.4 million. Net cash used in financing
activities of $0.1 million was primarily the repayment of a shareholder note
payable. At December 27, 1997, TOSI had $0.8 million of working capital.

WSI PERSONNEL SERVICES, INC.

WSI has been in business since 1988 and operates from offices in Denver and
Colorado Springs, Colorado. WSI provides temporary staffing with an emphasis
on medical technicians and skilled health care specialists.

Results of Operations

The following table sets forth certain historical financial data of WSI and
that data as a percentage of revenue for the periods indicated:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------- ----------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue............ $2,150 100% $4,000 100% $5,728 100% $2,622 100% $3,163 100%
Cost of services... 1,534 71% 2,813 70% 3,872 68% 1,763 67% 2,175 69%
------ ------ ------ ------ ------
Gross profit....... 616 29% 1,187 30% 1,856 32% 859 33% 988 31%
S G & A............ 549 26% 946 24% 1,623 28% 546 21% 707 22%
------ ------ ------ ------ ------
Operating income... $ 67 3% $ 241 6% $ 233 4% $ 313 12% $ 281 9%
====== ====== ====== ====== ======
</TABLE>

43
<PAGE>

Comparison of Six Months Ended June 30, 1998 and 1997

Revenue.--Revenue increased $0.5 million, or 21%, from $2.6 million for the
six months ended June 30, 1997 to $3.2 million for the six months ended June
30, 1998. Service fees increased $0.5 million, or 19%, from $2.6 million for
the six months ended June 30, 1997 to $3.1 million for the six months ended
June 30, 1998. This increase was primarily attributed to the opening of a new
branch office in August 1997, an increase in volume from existing customers,
the addition of new customers and an increase in billing rates.

Gross Profit.--Gross profit increased $0.1 million, or 15%, from $0.9
million for the six months ended June 30, 1997 to $1.0 million for the six
months ended June 30, 1998. The gross profit percentage was 33% for the first
six months of 1997 and 31% for the same period in 1998. Gross profit on
service fees increased $0.1 million, or 11%, from $0.8 million for the six
months ended June 30, 1997 to $0.9 million for the six months ended June 30,
1998. Gross profit on service fees as a percentage of service fees decreased
to 30% from 32% for the six months ended June 30, 1997 and 1998, respectively.
Permanent placement fees typically generate gross profit margins of 100%.
Sales commissions and other costs associated with permanent placements are
included in selling, general and administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.2 million, or 29%, from $0.5 million for
the six months ended June 30, 1997 to $0.7 million for the six months ended
June 30, 1998. This increase was primarily due to increased salaries and
consulting fees.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $1.7 million, or 43%, from $4.0 million in 1996
to $5.7 million in 1997. Revenue increased $1.8 million, or 86%, from $2.2
million in 1995 to $4.0 million in 1996. Service fees increased $1.7 million,
or 43%, from $3.9 million in 1996 to $5.6 million in 1997. Service fees
increased $1.8 million, or 90%, from $2.1 million in 1995 to $3.9 million in
1996. This increase was primarily attributed to the opening of a new branch
office in August 1997, an increase in volume from existing customers, the
addition of new customers and an increase in billing rates. Permanent
placement fees were $0.1 million in 1997, 1996 and 1995.

Gross Profit.--Gross profit increased $0.7 million, or 56%, from $1.2
million in 1996 to $1.9 million in 1997. Gross profit increased $0.6 million,
or 92%, from $0.6 million in 1995 to $1.2 million in 1996. Gross profit as a
percentage of revenue was 29%, 30% and 32% in 1995, 1996 and 1997,
respectively. Gross profit on service fees increased $0.6 million, or 55%,
from $1.1 million in 1996 to $1.7 million in 1997. Gross profit on service
fees increased $0.6 million, or 110%, from $0.5 million in 1995 to $1.1
million in 1996. Gross profit on service fees as a percentage of service fees
was 26%, 29% and 31% in 1995, 1996 and 1997, respectively. Permanent placement
fees typically generate gross profit margins of 100%. Sales commissions and
other costs associated with permanent placements are included in selling,
general administrative expenses.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.7 million, or 72%, from $0.9 million in
1996 to $1.6 million in 1997 and increased $0.4 million, or 72%, from $0.5
million in 1995 to $0.9 million in 1996. These increases were primarily due to
increases in personnel expenses and costs associated with opening a new branch
office. Selling, general and administrative expense as a percentage of revenue
was 26%, 24% and 28% in 1995, 1996 and 1997, respectively.

44
<PAGE>

Liquidity and Capital Resources

The following table sets forth selected information from WSI statements of
cash flows:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -----------
1997 1997 1998
------------ ---- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by (used in) operating
activities....................................... $ (9) $246 $ 209
Net cash used in investing activities............. (19) (5) (11)
Net cash provided by (used in) financing
activities....................................... 91 (94) (185)
---- ---- -----
Net increase (decrease) in cash and cash
equivalents...................................... $ 63 $147 $ 13
==== ==== =====
</TABLE>

WSI generated $0.2 million in net cash from operating activities for the six
months ended June 30, 1998, primarily from net income of $0.3 million. Net
cash used in financing activities of $0.2 million was payments on the line of
credit. WSI had working capital of $0.8 million with no debt outstanding at
June 30, 1998.

Net income of $0.3 million was offset by an increase in accounts receivable
of $0.3 million for the year ended December 31, 1997. Net cash provided by
financing activities of $0.1 million resulted from borrowings under the line
of credit. WSI had working capital of $0.5 million at December 31, 1997.

45
<PAGE>

BUSINESS

GENERAL

WORK International Corporation was founded to become a leading domestic and
international provider of diversified staffing and outsourcing services. Upon
completion of the Offering, WORK will acquire the 16 Founding Companies which
on average have been in business for approximately 16 years. The Company's
staffing services are divided into two general operating groups: Specialty
Services and Business Support Services. Specialty Services include Information
Technology ("IT") Services and Other Specialty Services. IT Services include
offering computer programming, network support, personal computer help desk,
software engineering and systems analysis and design personnel. Other
Specialty Services include offering legal, financial, human resources,
specialty medical and call center personnel, as well as other professionals on
a project basis to clients. Business Support Services primarily includes
offering office/clerical support personnel, such as word processors,
adminstrative assistants, bookkeepers, customer service representatives and
data entry personnel. The Company also provides permanent placement,
outsourcing and training services to its clients. Specialty Services
contributed 51% of the Company's 1997 pro forma revenue, which was comprised
of 30% and 70% for IT Services and Other Specialty Services, respectively.
Business Support Services contributed 49% of the Company's pro forma revenue
for 1997.

The Company operates 49 offices in 13 states and the District of Columbia in
addition to an office in Toronto, Canada. The Company's pro forma 1997 revenue
and income from operations were $168.1 million and $13.3 million,
respectively, and the Company's 1997 pro forma gross margin was 32%.
Futhermore, historical combined revenue of the Founding Companies grew at an
annual compound growth rate of approximately 32% from 1995 through 1997.

The Company's management team developed a stringent set of criteria for the
acquisition of the Founding Companies in an effort to create a cohesive
company with a national and international presence and a complementary service
mix. The goal of the Founding Company acquisition strategy was to acquire high
margin and high growth companies in two general categories: (i) IT and Other
Specialty Services and (ii) Business Support Services. The Company targeted IT
and Other Specialty Services, such as legal and financial staffing, because
these segments offer among the most attractive growth rates and margins in the
staffing industry. Moreover, the Company focused on certain specialty niche
areas such as providing human resources specialists and biostatisticians,
because the Company believes that such niche services are subject to less
competition and can be developed into substantial business units for the
Company.

While the Company intends to emphasize IT and Other Specialty Services in
its growth strategy, the Company believes that there are important advantages
to having certain Business Support Services included in its Founding Company
group. In addition to attractive margins and growth rates, the Founding
Companies in Business Support Services provide the Company with significant
operations in certain key metropolitan markets, including Houston and
Washington, D.C., and, in many cases, a well-developed management and systems
infrastructure. Accordingly, WORK acquired the companies offering Business
Support Services primarily as "platform" companies for the entry into
desirable geographic markets and for cross-selling of IT Services and Other
Specialty Services. The Company intends to use the infrastructure of its
platform companies to support the entry of IT Services and Other Specialty
Services into new markets.

The Company has an experienced management team, led by B. Garfield French,
President and Chief Executive Officer. Mr. French has over 20 years operating
experience in the staffing industry, both domestically and internationally,
primarily with The Olsten Corporation, a New York Stock Exchange Company
("Olsten"). Additionally, at Olsten, Mr. French completed acquisitions of
professional and traditional staffing companies in the U.S., Canada and Europe
with aggregate revenues in excess of $500 million. Complementing Mr. French,
Samuel R. Sacco serves as the Company's Chairman of the Board of Directors.
From 1984 until 1997, Mr. Sacco served as the Executive Vice President of the
National Association of Temporary and Staffing Services ("NATSS"), the
staffing industry's leading trade association representing 1,600 temporary
help and

46
<PAGE>

staffing firms. The Company believes that Mr. Sacco will continue to have an
important role in the Company's acquisition strategy due to his leadership in
the industry and his relationships with a large number of privately held U.S.
staffing companies. He is a long time spokesperson for the industry having
addressed business and government audiences about the industry's status and
future. Furthermore, the operating managers of the Founding Companies have an
average of approximately 16 years of experience in the staffing industry and
were chosen, in part, due to their proven ability to maintain the Founding
Companies' attractive operating margins and growth rates.

INDUSTRY OVERVIEW

The global staffing industry has experienced significant growth in response
to the changing work environment worldwide. This growth has been driven by
employers who have sought to convert personnel costs from fixed to variable by
reducing their permanent staff and supplementing their workforce with
temporary or contract employees for specific projects, peak work loads and
other needs. The use of flexible staffing services has allowed employers to
improve productivity, to outsource specialized skills and to avoid the
negative effects of layoffs. This trend has accelerated with the pace of
technological change and greater global competitive pressures. Rapidly
changing regulations concerning employee benefits, insurance and retirement
plans as well as the high cost of hiring, laying off and terminating permanent
employees have also prompted many employers to take advantage of the
flexibility offered through temporary and contract staffing arrangements. In
addition to the economic drivers of staffing industry growth, the Company
believes that the changing demographics of the workforces of developed
economies is also contributing to growth in the staffing industry.

The U.S. remains the largest staffing services market in the world.
According to the Staffing Industry Report, the U.S. market for temporary
staffing services grew from approximately $20.4 billion in revenue in 1991 to
approximately $54.5 billion in revenue in 1997, representing a compound annual
growth rate of 18%. NATTS has estimated that more than 90% of all U.S.
businesses utilize temporary staffing services. Two of the fastest growing
sectors within the temporary staffing services and placement segments are
information technology and professional specialty services. According to the
Staffing Industry Report, 1997 revenue for the information technology services
sector in the U.S. is estimated to have been $14.8 billion, a 27% increase
over 1996. Likewise, NATSS estimates that the professional specialty segment
of temporary staffing has been the fastest growing over the past few years.
This segment includes accounting, finance, legal, and other professional and
specialty staffing services. The Company believes that because of the higher
value of professional and skilled personnel, specialty staffing and
information technology segment offer opportunities for accelerated growth and
higher profitability as the staffing industry moves to be a provider of
flexible solutions.

The placement and search sector of the U.S. staffing industry had 1997
revenues of $10.9 billion. This sector is expected to grow 19% in 1998,
according to the Staffing Industry Report. Personnel placed by companies in
this sector cover a wide range of industries and a variety of position levels.
Placement and search firms fulfill their clients' needs by identifying,
evaluating and recommending qualified candidates for positions. The Company
believes that companies have become increasingly reliant on placement and
search firms for a number of reasons. Professional employee turnover has
increased as more employees spend their careers with a number of different
organizations. Many companies are outsourcing non-core activities, such as
recruiting, to reduce costs and increase efficiencies. In addition, companies
find it increasingly more difficult to hire permanent workers during periods
of low unemployment.

OPERATING AND INTERNAL GROWTH STRATEGY

The Company intends to build upon the strong historical growth of the
Founding Companies by focusing on the following key strategies:

Focus on High Margin, High Growth Service Offerings. The Company intends to
continue to focus on high margin, high growth service offerings. The Company
believes that it can achieve this by emphasizing Specialty Services and to a
lesser extent Business Support Services. The Company will continue to focus on
services and

47
<PAGE>

operations that possess attractive financial characteristics as a result of
certain competitive advantages including a strong and well established market
presence, superior quality of service, excellent reputation and strong
customer relationships. High growth rates and margins were among the leading
criteria in selecting the Founding Companies and will be emphasized in
evaluating future acquisitions. The Founding Companies achieved a pro forma
operating margin of 7.9% in 1997 and generated a compounded annual revenue
growth rate of approximately 32% from 1995 to 1997. The Company will seek to
compete on the basis of service quality rather than price, and will avoid
pursuing lower margin, high volume national accounts.

Introduce and Cross-Sell Specialty Services. One of the primary criteria
used in selecting the Founding Companies was the opportunity to acquire
Specialty Services offerings that could be developed into substantial business
units for the Company. Several of the Founding Companies offer high margin
Specialty Services that the Company believes offer excellent growth potential
including IT, legal, financial, specialty medical and employee benefits
staffing. The Company plans to introduce these Specialty Services into new
geographic markets through its platform companies, which offer numerous client
relationships and, in many cases, well-developed management and systems
infrastructures. The Company intends to appoint managers from among the
Founding Companies to be responsible for developing certain individual
Specialty Service lines throughout the Company's operations. In addition, the
Company will focus on acquiring specialty staffing firms which offer services
not currently provided by the Company, yet are complementary to the Company's
existing operations and can be significantly developed through cross-selling
opportunities.

Adopt Best Practices, Policies and Procedures. Management intends to
integrate its operating units on an ongoing basis. The Company intends to
evaluate the operating policies and procedures of each of its operating
companies in order to identify and implement practices that best serve the
objectives of the Company and its clients ("Best Practices"). Over time, the
Company believes that the incorporation of these Best Practices, including
field operations, marketing, sales, human resources policy, and training,
recruiting and retention programs, will lead the operating units to integrate
synergistically. To foster further integration, the Company has established a
Chairman's Council which is comprised of a representative from each of the
operating companies. Through monthly teleconferences and quarterly meetings,
the Chairman's Council will share Best Practices, discuss business trends and
opportunities and review operating unit and Company-wide financial and
operating measures.

Maintain Decentralized Operational Management. The Company maintains a
decentralized management structure that is responsive to local business
practices and market conditions. The Company's operating units have day-to-day
responsibility for management of professional services and operating
activities at the local level in a manner consistent with their historical
practice and as dictated by local market conditions. Executive management,
finance, planning, legal and administrative support are managed or provided
centrally. Since the Company believes that its clients buy locally on the
basis of brand awareness and specialized expertise, this decentralized
approach enables operating company managers to maintain a high level of client
service and further develop relationships with key decision makers at both
existing and potential clients, while allowing them to draw upon the
collective resources of the Company as a whole. Accordingly, the Company
intends to enhance the visibility of its existing brand names by identifying
each company or service as "a WORK International company."

Provide Strong Incentives to Management. The Company has historically and
will continue to seek acquisitions of successful companies whose managers will
remain as employees of the Company and continue to operate their respective
businesses on a local level. The Company intends to motivate these managers
and align their interests with those of the Company by utilizing Common Stock
as a significant portion of the purchase consideration, by establishing a
stock option plan that will extend throughout the organization, and by
implementing a cash bonus plan that awards managers for local level profit
contribution.

48
<PAGE>

ACQUISITION STRATEGY

The Company intends to implement a strategic acquisition program targeting
leading North American and European staffing companies that fit the Company's
operating and growth strategies. The key elements of the Company's acquisition
strategy are to:

Selectively Acquire High Margin, High Growth Companies. The Company seeks to
acquire companies according to established criteria which include
profitability, potential for revenue growth, reputation, the size and quality
of the customer base, risk characteristics of the service offerings, risk
management policy, the quality and experience levels of operational management
and sales personnel and the nature of the service mix. In general, the Company
will seek to identify and acquire high growth and high margin Specialty
Service companies and high profit margin platform companies in key
metropolitan markets through which the Company's Specialty Service offerings
can be sold. Certain acquisitions will be large enough to warrant their own
operating and management structure while other smaller acquisitions will be
folded into existing operations.

Maintain Separate Acquisition Team. The Company has established a team of
corporate officers responsible for identifying attractive markets, prospective
acquisition targets, performing due diligence and negotiating contracts. The
acquisition team will be led by Monte R. Stephens, the Company's Chief
Acquisitions Officer. By having a separate acquisition team, the Company
believes that other key members of management will be able to remain focused
on existing operations.

Capitalize on the Company's Status as Attractive Acquirer. Management
believes that the same criteria that attracted the Founding Companies to join
the Company will continue to stimulate interest among potential acquisition
candidates. The Company believes that its decentralized structure and its
commitment to building on the strong reputations and brand name recognition
cultivated by its Founding Companies at the local level will further attract
and retain self-motivated, achievement-oriented individuals.

Leverage Industry Reputation and Contacts of Senior Management. Members of
the Company's management and Board of Directors have been active or are
currently holding leadership positions in international and national staffing
trade associations, including NATSS, the Association of Canadian Search,
Employment and Staffing Services ("ACSESS"), Confederation Internationale des
Enterprises de Travail Temporaire ("CIETT") and the National Association of
Computer Consultant Businesses ("NACCB"). The Company's management will
continue to leverage its industry reputation and contacts to stimulate
interest among potential acquisition candidates.

INTEGRATION STRATEGY

The Company recognizes the importance of effectively integrating the
operations of the Founding Companies as well as the operations of the
companies acquired in the future. The key elements of the integration strategy
are as follows:

Maintain Separate Integration Team. The Company has established an
integration team reporting to the Chief Operating Officer, Michael L. Hlinak.
The integration team consists of corporate and Founding Company operations and
finance personnel. The team is focusing on the creation and implementation of
policies and procedures for the operational and financial reporting by the
Founding Companies as well as subsequent acquisitions. The integration team
will also participate in the Company's acquisition and due diligence process
in order to make integration efforts on subsequent acquisitions as seamless as
possible from an operational standpoint.

Immediately Establish Financial Controls and Operational Reporting
Guidelines. The Founding Companies currently utilize a variety of accounting
and information technology systems. However, three of the Founding Companies,
which represented approximately 29% of the Company's 1997 pro forma revenues,
utilize the same front office information systems. The Company intends to rely
on the Founding Companies' existing systems

49
<PAGE>

while it develops and implements uniform Company systems and procedures. The
immediate integration priorities include the implementation of policies and
procedures designed to safeguard cash and other Company assets as well as the
establishment of financial and operating reporting guidelines for each of the
Founding Companies. In addition, all expense savings available through the
consolidation of the Founding Companies' operations shall be implemented as
soon as is practicable and all human resource policies and procedures shall be
standardized.

Implement Technology Integration Plan. The Company has developed an
information technology plan. The objective of the plan is the seamless
integration of all existing systems into a uniform, Company-wide front and
back office, communication and data management system. The Company believes
that the benefits of such a plan will include the following: a shared data
base from which to draw both applicants and client company references;
economic efficiencies that should result from operating a common system; the
ability to operationally incorporate the chosen Best Practices of the Founding
Companies; and the ease by which the operating companies are able to cross-
sell services. The implementation of such a plan should especially benefit the
productivity of the Company's smaller, specialty niche branches heretofore not
enjoying the support that such systems can offer.

STAFFING SERVICES

Temporary and Contract Staffing. Temporary staffing involves the placement
of personnel on a short-term basis. Contract staffing involves longer-term
assignments, such as in the case of information technology consultants who
typically are on an initial assignment from six to twelve months. The Company
believes that its temporary and contract staffing services provide clients
with reliable, cost-effective and flexible solutions to meet fluctuating
demand, acquire specific expertise for special projects, cover staff sickness
and holidays or hedge against business cycle downturns. The Company believes
its reputation and expertise in its geographic markets and industry sectors
help attract qualified candidates to meet its clients' temporary and contract
staffing needs. Most people are attracted to flexible staffing positions
because of their desire to tailor work schedules to personal and family needs,
obtain different and challenging work experiences, acquire new skills and
familiarize themselves with an employer prior to considering permanent
employment. The Company believes that its ability to offer quality temporary
and contract staffing assignments well-matched to candidates' preferences
allows the Company to attract highly qualified candidates. Revenue from
temporary and contract staffing services comprised approximately 90% of the
Company's pro forma revenue for 1997.

Permanent Placement. Permanent placement services involves placement of
candidates in permanent positions with clients. The Company believes that many
businesses, in an effort to manage their cost structures and focus on their
core competencies, have reduced the size and capability of their human
resources functions. Accordingly, many companies rely more heavily on
permanent placement providers for their hiring needs. The Company further
believes that the increasing demand for skilled personnel increases its
clients' dependence on the Company's ability to effectively identify and
screen specialized and technically skilled candidates. Revenue from permanent
placement services comprised approximately 10% of the Company's pro forma
revenue for 1997.

AREAS OF SPECIALIZATION

The Company's Specialty Services include IT, accounting/finance, call
center, education, engineering/technical, human resources, information
management/library, insurance, legal services, pharmaceutical and specialty
medical personnel, as well as other professionals. Business Support Services
include providing office, clerical and production, assembly and distribution
personnel.

Specialty Services. Specialty Services accounted for approximately 51% of
the Company's sales for 1997. The Company's Specialty Service offerings
generally provide higher operating margins than those of its Business Support
Service offerings. The Company intends to utilize the infrastructure of its
platform companies in order

50
<PAGE>

to introduce these services into new markets. The Company operates in many of
the fastest growing disciplines of the specialty staffing services industry and
provides services in the sectors described below:

Information Technology ("IT"). Businesses are increasingly using
specialty staffing services companies to augment their IT operations in
order to implement and operate more complex information systems without
enlarging their corporate staffs. An increasing number of technical
professionals are choosing to operate as IT consultants, motivated by a
desire for more flexible work schedules and an opportunity to work with
emerging and challenging technologies in a variety of industries and work
environments. The projects on which these consultants are placed typically
have an initial duration of six to twelve months. The Company believes that
these factors have caused IT Services to be one of the fastest growing
sectors of the specialty staffing services industry. IT Services accounted
for approximately 15% of the Company's pro forma revenue for 1997.
Positions for which personnel are provided include:

.Systems Auditors, Analysts and Designers .Help Desk Support and Training
.Office Automation Analysts Personnel
.Application Programmers .Operating System and Server
.Database Architects and Administrators Support Personnel
.Software Maintenance Personnel .Software Engineers
.Data Security/Disaster Recovery Personnel .Systems Integration
.Network Design and Administration Personnel Specialists
.Website Developers

Other Specialty Services. In addition to IT Services, the Company's Other
Specialty Services accounted for approximately 36% of the Company's pro forma
revenue for 1997. This area includes staffing personnel in the sectors
described below:

Legal. The Company's legal staffing services include the provision of
legal services personnel in support of the needs of law firms and corporate
law departments with litigation and other needs. Positions for which
personnel are provided include:

. Attorneys . Contracts Administrators
. Legal Assistants . Litigation Support Personnel
. Document Coding Specialists . Legal Secretarial Personnel
. Paralegals . Trust and Estate Specialists

Pharmaceutical and Specialty Medical. The Company provides pharmaceutical
and specialty medical staffing services to healthcare institutions. The
Company believes this can be a significant growth area for the staffing
services industry. Positions for which personnel are provided include:

. Pharmacists . Registered Nurses
. Nursing Assistants . Pharmacists Assistants
. X-Ray and MRI Technicians . Physician Assistants
. Clinical Trial Specialists

Other. The Company offers a variety of other high margin, high growth
Specialty Services. Positions for which personnel are provided include:

. Library/Information Center Managers . Call Center Specialists
. Records/Archives Managers . Corporate Risk Managers
.Benefits Analysts and Retirement Plan .Marketing Directors and Research
Administrators Analysts
. Investment Bankers . Portfolio Research Strategists
. Senior Biostatisticians . Advertising and Public
Relations Managers

51
<PAGE>

Business Support Services. Business Support Services accounted for
approximately 49% of the Company's pro forma revenue for 1997 comprised of 81%
office/clerical and 19% production, assembly and distribution. Positions for
which personnel are provided include:

.Word Processors .Customer Service
.Receptionists Representatives
.Data Entry Personnel .General Business Support
.Technical Assembly Personnel .Bookkeepers
.Administrative Assistants .Production, Assembly and
Distribution Personnel

Training for Candidates in Business Support Services. The Company intends
to establish a training program with a strategy of creating training
partnerships with employers and communities. These partnerships will
facilitate the creation of regional job skill programs designed to address
identifiable basic and advanced skill deficits within specific industries.
Because of their established relationships with area employers, staffing
companies are alerted to and understand employment requirements and trends
in their geographic areas long before those needs are addressed by
institutions of higher learning. Training programs designed to specifically
meet those requirements translate into effective programs that meet
employer needs and produce a pool of job ready applicants. These training
programs will be evaluated not only by the effectiveness of the training,
but more importantly, by the employability of the people completing the
training. The Company believes that the establishment of training programs
designed to address skill deficits within specific industries will allow
the Company to maintain high profit margins by offering highly trained
personnel.

CORPORATE LEVEL SUPPORT

The Company's philosophy is that the central function of corporate
management is to support the staffing consultants who directly interact with
clients. The Company will offer corporate level support to lessen the
administrative burden of its office managers and allow them to focus on
servicing clients and growing the business. These support functions will
include accounting, management information systems support, advertising,
marketing, public relations, training, human resources and other back office
functions. In addition, the Company's corporate management has developed
financial, operational and administrative control procedures which are
applicable to each operating company. These procedures include the adherance
to a corporate policies and procedures manual, and the preparation of budgets
and forecasts and the submission of timely operational and financial reports.

The Company offers or is planning to offer the following corporate level
support functions to its branch offices:

Chairman's Council. The Company has formed a Chairman's Council to provide
an opportunity for the Founding Companies and future acquired companies to
explore and develop cross-selling and other opportunities. The Chairman's
Council will also serve as a management board to elevate important operating
company issues to the Board of Directors. The Chairman's Council will be
comprised of representatives from each of the Company's operating companies
and will meet quarterly. Additionally, the quarterly council meetings will be
supplemented by periodic teleconferences to ensure rapid and efficient
communication on a consistent basis throughout the Company. Over time, the
Chairman's Council will create a library of information which will be used to
assist newly acquired companies in their adoption of the Company's Best
Practices.

Accounting. The Company has developed a uniform chart of accounts which the
Founding Companies will adopt upon completion of this Offering. This chart
will standardize their budgeting and forecasting processes so that reports
among the operating companies can be compared and integrated more easily upon
completion of the Offering. The Company has adopted uniform accounting
policies and procedures addressing internal control and financial reporting
requirements of the Company. The Company has implemented regular financial and

52
<PAGE>

operational "flash reports" and other mechanisms to allow for management
control and oversight. The Company will utilize this information to establish
and monitor performance of individual companies against operating benchmarks
and ratios.

Information Systems. The Company will acquire and implement future system
enhancements and changes, including a corporate "Intranet," with the goal of
enhancing the sharing of front office information among the operating
companies, and, achieving improved efficiency and economies of scale in back-
office systems. All system changes will be designed to accommodate the
Company's internal and external growth strategy, both domestically and
internationally.

Risk Management. A key element of the Company's risk management strategy is
to minimize service offerings with historically higher rates of workers'
compensation claims. The Company is centralizing the risk management function
and is reviewing its insurance coverage in an effort to maintain adequate
coverage at a reasonable cost as part of its effort to maintain high profit
margins by avoiding high risk service offerings and activities. In addition,
as part of its training effort, the Company will conduct seminars on pertinent
topics (particularly employment law-related matters) for its employees to help
educate its work force and reduce the Company's exposure to losses.

Employee Training. The Company will offer its employees an orientation and
training program as well as ongoing courses offering instruction and training
in client service and development, team building, management techniques and
employment law. The primary objective is to teach employees how to build
client relationships and manage others utilizing proven business techniques.
The Company trains its sales consultants to become the client's partner in
evaluating and meeting its staffing requirements. The Company seeks to enhance
client relationships and to maintain highly qualified candidates by generating
referrals from existing candidates, utilizing in-depth candidate interviews
conducted by Company personnel experienced in the candidate's field,
performing skill evaluations and obtaining client satisfaction reports upon
the completion of projects. In addition, the Company intends to pursue a
strategy of developing training programs with clients and local communities
which will enable the Company to provide highly-trained employees with client-
specific skill sets. The Company believes that its clients' satisfaction is
enhanced by utilizing sales consultants experienced in specific staffing
disciplines or, in certain cases, such sales consultants working in tandem
with candidate recruiters, to match the Company's clients' needs with
appropriately skilled candidates. In addition, the Company is creating a
company-wide database of "best practices" for use in their day-to-day
operations.

National Recruiting and Retention Program for Candidates. Recruiting
qualified candidates is critical to the Company's operating and internal
growth strategies. Recruiting becomes even more important during periods of
increased economic activity due to increased competition for candidates among
competing staffing companies and increased demand for temporary and permanent
employees from clients. The Company intends to focus on recruiting and
retention by hiring a national recruiting and retention manager. The national
recruiting and retention manager will be responsible for establishing a
national recruiting and retention program which will allow the Company to
maintain a competitive advantage in the recruiting and retention process by:
(i) hiring sales associates with experience in the Company's areas of
specialization; (ii) maintaining a database of candidates which will enable
the Company to match clients' needs with candidates' skills; and (iii)
offering candidates both flexible staffing and permanent placement
opportunities with a large and diverse client base.

Advertising, Marketing and Public Relations. The Company is developing a
full range of advertising, marketing and public relations services, including
development of classified advertising, regional print advertising campaigns,
radio advertising, premiums, public relations, direct mail and promotions.
These programs focus on both clients and employment candidates.

Human Resources. The Company intends to have a human resources team designed
and committed to establishing and maintaining systems that assist and enhance
employee work-life, while helping to ensure the

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growth and health of the organization as a whole. The Human Resources
department will be full-service with responsibility for employee relations,
compensation, training and development and employee benefits. Because of the
unique nature of the staffing industry, Human Resources will also be
responsible for compliance issues in the recruitment process. The Human
Resources department structure will be decentralized with a core staff working
at the corporate office combined with regional Human Resources consultants
strategically placed in key markets to provide local in-person assistance and
support.

Purchasing. The Company believes it will be able to structure volume
purchasing arrangements or otherwise achieve purchasing economies of scale in
the following areas: (i) casualty and liability insurance, (ii) health
insurance and related benefits, (iii) retirement administration, (iv) office
equipment, (v) marketing and advertising, (vi) communications services, and
(vii) a variety of accounting, financial management, marketing and legal
services.

Legal Services. The Company will centralize its legal services function and
will develop detailed policies regarding the retention of legal counsel and
certain guidelines within which branch offices are limited in making decisions
relating to legal issues.

LOCAL SALES AND MARKETING

The Company emphasizes local sales and marketing efforts, which are
generally conducted by each branch office. In addition to the Company's
executive officers, the Company has account representatives whose primary
responsibility is to market the Company's services to potential new clients.
The Company's client-oriented advertising primarily consists of print
advertisements in national newspapers, Yellow Pages, magazines and trade
journals and radio advertisements. Direct marketing through mail and telephone
solicitation also constitutes a significant portion of the Company's total
advertising. The Company also seeks endorsements and affiliations with local
and regional professional organizations and conducts public relations
activities designed to enhance recognition of the Company and its services.
Local employees are encouraged to be active in civic organizations and
industry trade groups.

RECRUITING

The Company uses a variety of methods to recruit qualified temporary
staffing and permanent placement candidates. The Company's primary recruiting
methods are networking and direct solicitation by staffing consultants. The
Company also has recruiting managers in several offices whose primary
responsibility is to market the Company's services to potential candidates.
Other recruiting methods include: advertising in newspaper classified ads and
in various other print media, including Yellow Pages and local and national
trade journals, advertising on radio, maintaining Internet websites,
recruiting on college campuses, participating in job fairs, offering referral
bonuses for new temporary employees, conducting direct mail campaigns, and
maintaining a good reputation and high visibility within the community through
community service. The Founding Companies receive a significant number of
referrals from past candidates due to their professional reputation and
quality service. Furthermore, the Company believes that candidates are
attracted to the Company by the number and quality of the positions the
Company has available, and that the availability of good candidates increases
its client base.

COMPETITION

The staffing industry is highly competitive, with limited barriers to entry.
The Company believes that availability and quality of employment candidates,
reliability of service and price of service are the most significant
competitive factors in the specialty professional staffing sector. The Company
believes it derives a competitive advantage from the experience with and
commitment to the specialty professional staffing market, the strong local
market presence and reputation, and the various marketing activities of the
Founding Companies. A number of firms offer services similar to the Company's
on a national, regional or local basis. The Company competes for clients,
candidates and acquisitions with many local and regional companies and also
faces

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competition from a number of international and national specialty professional
staffing companies. See "Risk Factors--Competitive Market."

FACILITIES

The Company's facilities, all located in the United States and Canada,
consist of leased office facilities. The Company leases 50 office facilities
located throughout the continental United States and Canada. Its current
leases have remaining terms ranging from one to six years on rental and other
terms the Company believes are commercially reasonable. One of these leases is
with an affiliate of WSI. See "Certain Relationships and Related
Transactions." The Company believes its facilities are well-maintained and
adequate for the Company's existing and planned operations at each operating
location.

SERVICE MARKS AND TRADENAMES

The Core logo, which is an image of a half-eaten apple core with
accompanying text, is registered as a federal service mark on the Principal
Register of the United States Patent and Trademark Office ("USPTO"). In
addition, the Company has applications pending before the USPTO for federal
registration of the following service marks: Access Staffing and LAW PROS.
Finally, the Company has common law claims for Absolutely Professional
Staffing, Inc., Botal Associates, Inc., BeneTemps, Inc., The Burnett Companies
Consolidated, Inc., Contract Health Professionals, Inc., CORE Professional,
Inc., CORE Personnel of Arlington, Inc., CoreLink Staffing Services, Inc., Law
Resources, Inc., PCN, Professional Consulting Network, Inc., Smith Hanley
Associates, Inc., Smith Hanley Consulting Group, Inc., Sparks Associates,
Inc., Sparks Personnel Services, Inc., Customer Care Solutions, Inc., Task
Management, TOSI Placement Services, Inc. and WSi Personnel Services, Inc.

EMPLOYEES

The Company had approximately 445 full-time internal staff employees and
approximately 5,485 temporary and contract employees as of June 30, 1998.
Temporary and contract employees placed by the Company are the Company's
employees while they are working on assignments. Neither the Company's
internal staff nor its temporary or contract employees are represented by a
collective bargaining agreement. Hourly wages for the Company's temporary and
contract employees are determined according to market conditions. The Company
pays mandated costs of employment, including the employer's share of social
security taxes (FICA), federal and state unemployment taxes, unemployment
compensation insurance, general payroll expenses and workers' compensation
insurance. The Company offers access to various insurance programs and
benefits to its temporary and contract employees. The Company believes its
employee relations are satisfactory.

GOVERNMENT REGULATION

The Company and its customers are subject to federal and state regulation in
the United States, and the Company cannot predict the extent to which future
legislative and regulatory developments concerning their practices and
products or the health care industry may affect the Company. Further, the
Company's facilities and operations are subject to reporting to, and review
and inspection by, federal, state and local governmental entities.

The Company and its customers and suppliers are subject to extensive federal
and state regulation in the United States. The Company currently recruits
information technology specialists and other temporary staffing employees
internationally for domestic placement. The entry of these employees into the
United States is

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regulated by the U.S. Department of Labor and U.S. Department of Justice--
Immigration and Naturalization Services. The regulations governing the hiring
of foreign nationals are complex and change often. See "Risk Factors--
Government Regulation."

LITIGATION AND INSURANCE

From time to time, the Company is a party to litigation arising in the
normal course of its business. The Company is not currently involved in any
litigation the Company believes will have a material adverse effect on its
financial condition or results of operations.

The Company maintains a number of insurance policies. Its general liability
policy has aggregate coverage of $2 million, with a $1 million limit per
occurrence. The Company maintains an automobile liability policy with a
combined single coverage limit of $1 million. The Company also carries an
excess liability policy, which covers liabilities that exceed the policy
limits of the above policies, with an aggregate and a per occurrence limit of
$25 million.

The Company also maintains professional liability, crime and errors and
omissions policies, each with aggregate coverage of $3 million, covering
certain liabilities that may arise from the actions or omissions of its
temporary, contract or permanently-placed personnel. The Company currently
maintains key man life insurance on Mr. French in the amount of $1 million.
There can be no assurance that any of the above coverages will be adequate for
the Company's needs. See "Risk Factors--Employment Liability Risks."

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information respecting the
individuals who will be the Company's directors and executive officers when
this Offering closes:

<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR CLASS
---- --- -------- --------------
<S> <C> <C> <C>
Samuel R. Sacco(1)...... 53 Director and Chairman of the Board Class II
B. Garfield French(1)... 44 Director, President and Chief Executive Officer Class III
Michael L. Hlinak....... 48 Vice President and Chief Operating Officer
Mark F. Walz............ 41 Vice President and Chief Financial Officer
Monte R. Stephens....... 40 Vice President and Chief Acquisitions Officer
*Roger A. Ramsey
(1)(2)(3).............. 60 Director Nominee Class III
*John M. Sullivan(2)(3). 62 Director Nominee Class II
*J. Patrick Millinor,
Jr.(2)(3).............. 52 Director Nominee Class I
+Susan W. Burnett(1).... 52 Director Nominee Class III
+Stephen M. Sparks...... 41 Director Nominee and Vice President--Integrations Class III
+Gilbert Rosen(2)....... 57 Director Nominee Class I
+Morton Fishman(2)...... 49 Director Nominee Class I
+John R. Haesler........ 57 Director Nominee Class II
+James Schneider........ 51 Director Nominee Class II
+Thomas A. Hanley, Jr... 44 Director Nominee Class I
</TABLE>
- --------
* Appointment will become effective on closing of this Offering.
+ Appointment will become effective upon consummation of the Acquisitions
pursuant to the Acquisition Agreements.
(1) Member of the Board's Executive Committee.
(2) Member of the Board's Audit Committee.
(3) Member of the Board's Compensation Committee.

Samuel R. Sacco. Mr. Sacco has served as Chairman of the Board of the
Company since October 1997. From January 1984 through September 1997, Mr.
Sacco was the Executive Vice President of the National Association of
Temporary and Staffing Services, a trade association headquartered in
Alexandria, Virginia, representing more than 1,600 temporary help and staffing
firms with more than 13,000 offices nationwide. Mr. Sacco will continue to
have an active role in the Company's acquisition strategy due to his
leadership in the industry and his relationships with a large number of
privately held U.S. staffing companies. He is a long time spokesperson for the
industry having addressed business and government audiences about the
industry's status and future. Mr. Sacco has also authored over a hundred
articles on the industry and has given numerous radio and TV interviews
including CNN, CNBC, PBS and the major networks. Mr. Sacco received a degree
in commerce from the University of Virginia in 1967.

B. Garfield French. Mr. French has served as President and Chief Executive
Officer of the Company since October 1997. From 1994 through October 1997, Mr.
French was Managing Director of Olsten International B.V. and an Executive
Vice-President and officer of the Olsten Corporation. From 1982 through 1994,
Mr. French held several positions with Olsten Corporation including Vice
President, Senior Vice President and Executive Vice President with
responsibilities for Canada and a significant portion of the U.S. Mr. French
is a past President and Director of Canada's temporary help industry trade
association ("ACSESS"), Canada's delegate to CIETT, an international staffing
association, and the Chairman of CIETT's 1998 Conference. In addition, Mr.
French has been a member of the Business Ambassador program for the Government
of Ontario since its inception. Mr. French is a graduate of Upper Canada
College and Victoria University within the University of Toronto.

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<PAGE>

Michael L. Hlinak. Mr. Hlinak has served as Chief Operating Officer of the
Company since April 1998. Prior to that time, Mr. Hlinak had served as a
director of EqualNet Holding Corp., a Nasdaq National Market company ("ENET"),
since July 1991, and as ENET's Chief Financial Officer since June 1994,
becoming Senior Vice President for that company in November 1994 and its Chief
Operating Officer in May 1996. Mr. Hlinak, a certified public accountant, is
President and sole owner of Cardinal Interests, Inc., a diversified Houston
investment company which he founded in 1985. Mr. Hlinak graduated from Lamar
University in 1976 with a B.B.A. in accounting.

Mark F. Walz. Mr. Walz has served as Vice President and Chief Financial
Officer of the Company since October 1997. From November 1994 through October
1997, Mr. Walz served Inliner Americas, Inc., a company involved in the
domestic and international licensing, manufacturing and installation of
proprietary pipeline rehabilitation processes, first as Controller and then as
Chief Financial Officer. From November 1990 through September 1994, Mr. Walz
was employed by CRSS, Inc., an engineering and architecture company listed on
the New York Stock Exchange, first as Assistant Director of Internal Audit and
then as Controller of a multi-location subsidiary with international
operations. From November 1989 through October 1990, Mr. Walz was a financial
consultant for Insilco Corporation. From January 1985 through October 1989,
Mr. Walz held various positions at Ernst & Young LLP progressing to senior
manager in the audit division. From 1980 through December 1984, Mr. Walz was
employed by Arthur Andersen LLP. Mr. Walz graduated in 1980 from the
University of Southwestern Louisiana with a B.S.B.A. in accounting and is a
certified public accountant.

Monte R. Stephens. Mr. Stephens has served as Chief Acquisitions Officer for
the Company since October 1997. Prior to joining the Company, Mr. Stephens had
established his own business and financial consulting practice in January 1997
to assist companies in the Houston area with mergers, acquisitions and initial
public offerings, and to provide litigation support services to local
attorneys. From July 1991 through December 1996, Mr. Stephens was employed by
Melton & Melton, LLP, one of the largest local accounting practices in
Houston, where he became a partner in January 1993. From 1980 to June 1991,
Mr. Stephens worked for the accounting firm of KPMG Peat Marwick in Houston.
He has served as Board Director, Vice President and Treasurer of Crisis
Intervention of Houston, Inc., a United Way agency. Mr. Stephens graduated
with honors from Sam Houston State University in 1980 with a B.B.A. in
accounting and is a certified public accountant.

Roger A. Ramsey. Mr. Ramsey will become a director upon consummation of this
Offering. Mr. Ramsey has served as Chairman of the Board of Allied Waste
Industries, Inc. ("Allied"), a publicly held (Nasdaq symbol "AWIN") company in
the solid waste management industry, since October 1989, and served as
Allied's Chief Executive Officer from October 1989 until July 1997. In 1968,
Mr. Ramsey co-founded Browning-Ferris Industries, Inc. ("BFI") and served as
its Vice President and Chief Financial Officer until 1976. From 1960 to 1968,
Mr. Ramsey was employed by the international accounting firm of Arthur
Andersen LLP, where he was a Manager in the Tax Department. Mr. Ramsey is also
a member of the Board of Trustees for Texas Christian University, and a
director of several privately held companies. Mr. Ramsey graduated cum laude
in 1960 from Texas Christian University where he received a B.S. degree in
commerce, and is a certified public accountant.

John M. Sullivan. Mr. Sullivan will become a director upon consummation of
this Offering. Since 1994, Mr. Sullivan has been a Vice-President of Beta
Consulting, Inc., a private investment management firm. From 1992 through
1994, he was International Tax Director for General Motors Corporation. From
1970 to 1992, Mr. Sullivan was a tax partner with Arthur Andersen LLP, having
been employed by that firm since 1958. He has served as director of Group
Maintenance America Corp. since its initial public offering in 1997, and of
Atlantic Coast Airlines Holdings, Inc. since 1995. Mr. Sullivan earned a BBA
degree in accounting with honors in 1958 at the University of Mississippi.

J. Patrick Millinor, Jr. Mr. Millinor will become a director upon
consummation of this Offering. Mr. Millinor became a Director and Chief
Executive Officer of Group Maintenance America Corp. ("GroupMAC") upon the
completion of its initial public offering in November 1997. From April 1997 to
August 1997, he served as President of GroupMAC. From October 1996 through
April 1997, he served as Chief Executive Officer of the Company's predecessor,
GroupMAC Management Co. From September 1994 to October 1996, Mr. Millinor

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<PAGE>

worked directly for Gordon Cain, a major stockholder in GroupMAC, assisting in
the formation and management of Agennix Incorporated and Lexicon Genetics, two
biotechnology companies. From October 1992 to September 1994, he served
UltraAir, Inc., a start-up passenger airline, first as Chief Financial Officer
and then as Chief Executive Officer. From 1991 to 1992, he served as Chief
Financial Officer of Lifeco Travel Services, a travel management company. From
1986 to 1991, Mr. Millinor served as Chief Operating Officer and Senior Vice
President, respectively, of Commonwealth Savings Association and Bank United.
From 1979 to 1986, Mr. Millinor was a partner with KPMG Peat Marwick LLP. He
currently serves as a director of Agennix Incorporated and Haelan Health
Corporation. Mr. Millinor graduated in 1968 from Florida State University with
B.S. and M.B.A. degrees.

Susan W. Burnett. Ms. Burnett will become a director upon consummation of
this Offering. Ms. Burnett has served as President of Burnett since April
1995. Prior to that time, Ms. Burnett had served as that company's Vice
President since she founded the company in 1974. She served as President of
the Houston Association of Personnel Consultants in 1986 and Vice President of
the Texas Assoc. of Personnel Consultants in 1985 and 1987. Ms. Burnett
graduated in 1968 from the University of Arkansas where she received a
Bachelor of Arts degree in journalism.

Stephen M. Sparks. Mr. Sparks will become a director and Vice President--
Integration upon consummation of this Offering. He acquired Sparks Personnel
in 1984 and has served as President of that company since that time. Prior to
that time, he was employed by Sparks in various other capacities. Mr. Sparks
served as a director of MedOne Staffing Service from 1993 to 1995. In
addition, he was a member of the Temporary Independent Professional Society
from 1982 to 1994 and served in several leadership roles. Mr. Sparks graduated
in 1980 from Southwest Missouri State University where he received a Masters
in business.

Gilbert Rosen. Mr. Rosen will become a director upon consummation of this
Offering. Mr. Rosen has served as President of TOSI since 1982. Prior to that
time he practiced as a CPA for 20 years with major accounting firms. He is
currently Treasurer and a director of ACSESS. Mr. Rosen graduated in 1962 from
Temple University where he received a B.S. degree in business.

Morton Fishman. Mr. Fishman will become a director upon consummation of this
Offering. He acquired Contract Health in 1994 and has served as President of
that company since that time. In 1987, he acquired Tarxien International Inc.,
a plastic injection molding company serving the automotive industry and listed
on the Toronto Stock Exchange ("Tarxien") where he served as President and
Chief Executive Officer until 1989. In addition, Mr. Fishman has served on the
Boards of Directors of three other public companies: Windrider Inc., from 1989
to 1990, Tru-Clean Plastics Inc., from 1989 to 1992, and Docu-fax
International Inc., from 1990 to 1993. Prior to that time, Mr. Fishman was the
managing partner of Arthur Gelgoot and Associates, a public accounting firm,
from 1979 until 1987. Mr. Fishman graduated in 1973 from York University with
a degree in political science and is a member of the Canadian Institute of
Chartered Accountants.

John R. Haesler. Mr. Haesler will become a director upon consummation of
this Offering. Mr. Haesler has served as Secretary/Treasurer and Vice
President of CoreLink since he founded that company in 1980. Prior to that
time, Mr. Haesler spent 14 years in human resources management for American
Hospital Corporation and RCA. He has served on the Board of Directors of the
California Association of Staffing Services ("CATSS") for ten years in
addition to holding various state and county offices in that organization
during that period. Mr. Haesler graduated in 1965 from La Salle University
where he received a degree in economics.

James Schneider. Mr. Schneider will become a director upon consummation of
this Offering. Mr. Schneider founded PCN and has served as President of PCN
since 1988. Prior to that time, he was a partner with Sanderson Associates/SA
Consulting, an information technology staffing firm. He has served on the
Executive Board of Directors of the National Association of Computer
Consultant Businesses ("NACCB") and as President of NACCB-Northern California.
Prior to serving with NACCB, he served as President of the Association of Data
Processing Recruiters ("ADPR"). Mr. Schneider graduated from California State
University where he received an M.B.A.

Thomas A. Hanley, Jr. Mr. Hanley will become a director upon consummation of
this Offering. Mr. Hanley has served as President of Smith/Hanley since 1992.
Prior to that time, Mr. Hanley had served in various other

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<PAGE>

capacities for that company since he co-founded it in 1980. From 1978 to 1980,
he worked as a recruiter in the Data Processing Department for Halbrecht &
Company. Mr. Hanley received a law degree in 1983 from New York Law School
after receiving a Bachelor of Science degree in biology in 1975 from
Rensselaer Polytechnic Institute.

OTHER KEY MANAGEMENT MEMBERS

Curtis L. Mackey. Mr. Mackey has served as Corporate Controller of the
Company since March 1998. From September 1995 through September 1997, Mr.
Mackey served as Corporate Controller and principal accounting officer of
EqualNet Holding Corp., a publically traded telecommunications company. From
February 1993 to September 1995, Mr. Mackey was employed by CRSS, Inc.,
primarily an engineering and architecture company listed on the New York Stock
Exchange, as Director of Partnership Accounting for CRSS Capital, Inc., a
subsidiary of CRSS in the independent power industry. From January 1986 to
February 1993 Mr. Mackey held various positions at Ernst & Young LLP
progressing to manager in the audit division. Mr. Mackey graduated in 1985
from Texas A&M University with a B.B.A. in accounting and he is a certified
public accountant.

Kay Berry. Ms. Berry has served as Treasurer of the Company since March
1998. Prior to joining the Company, Ms. Berry served as Manager of Corporate
Finance for Service Corporation International from June 1996 through March
1998. From November 1990 to May 1995, Ms. Berry served Enviro Tech Systems,
Inc., an environmental services company with operations in Texas and the
Southeast United States, first as Controller and then as Vice President of
Finance. From October 1987 to November 1990, Ms. Berry held various positions
at Pool Energy Services Co. progressing to Manager of International
Accounting. Ms. Berry worked for the accounting firm of Ernst & Young LLP from
September 1983 to October 1987. Ms. Berry graduated from Texas A&M University
in 1983 with a B.B.A. in accounting and is a certified public accountant.

BOARD OF DIRECTORS CLASSES; DIRECTOR COMPENSATION

The Board of Directors is divided into three classes, each of which,
following a transitional period, will serve for three years, with one class
being elected each year at the annual stockholders' meeting. During the
transitional period, the terms of the Class I directors will expire at the
1999 meeting, while the terms of the Class II directors and the Class III
directors will expire at the 2000 meeting and the 2001 meeting, respectively.
Classification of the Board could have the effect of lengthening the time
necessary to change the composition of a majority of the members comprising
the Board. In general, at least two annual meetings of stockholders will be
necessary for stockholders to effect a change in a majority of the members of
the Board.

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Following the closing of this Offering,
each director who is not an employee of the Company (an "Outside Director")
initially will receive a fee of $2,000 for each board meeting attended and
$1,000 for each board committee meeting attended (or $500 if held on the same
day as a board meeting) and will periodically be granted options to purchase
Common Stock pursuant to the Incentive Plan. See "--Incentive Plan." When this
Offering closes, each of the Company's three Outside Directors will be granted
options to purchase 10,000 shares of Common Stock at an exercise price per
share equal to the initial public offering price. The Company will reimburse
directors for out-of-pocket expenses they incur in attending board of
directors or board committee meetings in their capacity as directors.

EXECUTIVE COMPENSATION; EMPLOYMENT AGREEMENTS

The Company has not conducted any operations other than activities related
to the acquisition of the Founding Companies prior to the consummation of this
Offering, and did not pay any compensation prior to October 1997. Mr. French,
as CEO of the Company, received $33,333 in compensation in 1997, and no other
officer's compensation exceeded $100,000 in 1997. The Company anticipates that
during 1998, its most highly compensated executive officers (the "Named
Executive Officers") and their annualized base salaries will be: Mr. French--
$200,000; Mr. Hlinak--$175,000; Mr. Sacco--$150,000; Mr. Walz--$120,000; and
Mr. Stephens--$120,000. Each of the Named Executive Officers is eligible to
earn additional performance based incentive compensation for 1998. None of the
Named Executive Officers is expected to receive perquisites the value of which
will exceed the lesser of $50,000 or 10% of the salary and bonus of such
executive. The following

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<PAGE>

summary of the employment agreements of these executive officers does not
purport to be complete and is qualified by reference to them, a copy of which
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part. Each of these agreements entitles the executive officer
to participate in all the Company employee benefit plans in which other members
of the Company's management participate. Each employment agreement has a term
of three years, and in the case of Mr. French, will continue thereafter for
successive three year terms on the same terms and conditions existing at the
time of renewal. The employment agreements provide for the granting of stock
options upon completion of the Offering to Messrs. Sacco, French, Hlinak, Walz
and Stephens at the initial public offering price in the amounts of 175,000,
200,000, 175,000, 100,000 and 100,000 shares, respectively, which vest as to
one-third of such shares upon the completion of the Offering and as to two-
thirds upon the first anniversary of this Offering, except that in the case of
Messrs. French and Sacco, one-third of their options vest on each of the first
and second anniversaries of this Offering. In the event of termination without
cause, the employment agreements provide for severance of one years salary for
Messrs. French and Sacco, three months salary for Messrs. Hlinak and Walz, and
six months salary for Mr. Stephens. The noncompetition provisions in the
employment agreements have a term of three years following termination of
employment, except that in the event of termination without cause (i) the term
is one year for Messrs. Sacco and French, and (ii) the noncompete terminates
immediately for Messrs. Hlinak, Walz and Stephens.

As of the closing of the Acquisitions, the Company will enter into employment
agreements with a total of 27 key officers of the Founding Companies, including
Messrs. Sparks, Rosen, Fishman, Haesler, Schneider and Hanley, and Ms. Burnett,
each of whom is a director nominee of the Company, which provide for annual
base salaries of $150,000, $42,000, $100,000, $80,000, $120,000, $120,000 and
$150,000, respectively. Mr. Sparks will also become Vice President--Integration
of the Company upon completion of this Offering. The following summary of the
employment agreements of these executives and key officers does not purport to
be complete and is qualified by reference to them, a form of which has been
filed as an exhibit to the Registration Statement of which this Prospectus is a
part. Each of these agreements entitles the employee to participate in all the
Company employee benefit plans in which other members of the Company management
participate. Each of these agreements also has a two-year term subject to the
right of the Company to terminate the employee's employment at any time after
one year. If the employee's employment is terminated by the Company for any
reason other than for cause (as defined), voluntary resignation or death, the
employee will be entitled to the payment of any annual base salary and
continuation of health insurance benefits for twelve months. Each employment
agreement contains a covenant limiting competition with the Company following
the termination of employment for a period of the longer of two years after
commencement of the employment agreement or one year after employment
terminates.

Under the agreements, "cause" is defined as a determination by the Board of
Directors that (i) there has been a material breach by the executive of the
terms of the agreement, (ii) the executive has willfully and persistently
failed or refused to follow the reasonable policies and directives established
by the Board of Directors or executive officers of the Company senior to the
executive, (iii) the executive has wrongfully misappropriated money or other
assets or properties of the Company or any subsidiary or affiliate of the
Company, (iv) the executive has been convicted of any felony or other serious
crime, (v) the executive's chronic absenteeism, neglect of duties, alcoholism
or drug addition, or (vi) the executive has exhibited gross moral turpitude
relevant to his office or employment with the Company or any subsidiary or
affiliate of the Company.

INCENTIVE PLAN

The description set forth below summarizes the principal terms and conditions
of the Incentive Plan, does not purport to be complete and is qualified in its
entirety by reference to the Incentive Plan, a copy of which has been filed as
an exhibit to the Registration Statement of which this Prospectus is a part.

General. The objectives of the Incentive Plan, which was approved by the
Company's board of directors and shareholders, are to attract and retain
selected key employees, consultants and Outside Directors, encourage their
commitment, motivate their superior performance, facilitate their obtaining
ownership interests in the Company (aligning their personal interests to those
of the Company's shareholders) and enable them to share in the long-term growth
and success of the Company.

61
<PAGE>

Shares Subject to Incentive Plan. Under the Incentive Plan, the Company may
issue Incentive Awards (as defined below) covering at any one time an aggregate
of the greater of (i) 1,700,000 shares of Common Stock and (ii) 11% of the
number of shares of Common Stock issued and outstanding on the last day of the
then preceding calendar quarter. No more than 1,500,000 shares of Common Stock
will be available for ISOs (as defined below). As of the closing of the
Acquisitions, options covering 1,318,000 shares of Common Stock will be
outstanding and 382,000 shares of Common Stock then will be available for
subsequent Incentive Awards. The number of securities available under the
Incentive Plan and outstanding Incentive Awards are subject to adjustments to
prevent enlargement or dilution of rights resulting from stock dividends, stock
splits, recapitalizations or similar transactions or resulting from a change in
applicable laws or other circumstances.

Administration. The Incentive Plan will be administered by the compensation
committee of the Board of Directors (the "Committee"). Following this Offering,
the Committee will consist solely of directors each of whom is (i) an "outside
director" under Section 162(m) of the Code, and (ii) a "non-employee director"
under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Committee may delegate to the chief executive officer or
other senior officers of the Company its duties under the Incentive Plan,
except with respect to any authority to grant Incentive Awards or take other
action with respect to persons who are subject to Section 16 of the Exchange
Act or Section 162(m) of the Code. In the case of an Incentive Award to an
Outside Director, the Board of Directors shall act as the Committee. Subject to
the express provisions of the Incentive Plan, the Committee is authorized to,
among other things, select grantees under the Incentive Plan and determine the
size, duration and type, as well as the other terms and conditions (which need
not be identical), of each Incentive Award. The Committee also construes and
interprets the Incentive Plan and any related agreements. All determinations
and decisions of the Committee are final, conclusive and binding on all
parties. The Company will indemnify members of the Committee against any
damage, loss, liability, cost or expenses arising in connection with any claim,
action, suit or proceeding by reason of any action taken or failure to act
under the Incentive Plan, except for any such act or omission constituting
willful misconduct or gross negligence.

Eligibility. Key employees, including officers (whether or not they are
directors), and consultants of the Company and Outside Directors are eligible
to participate in the Incentive Plan. A key employee generally is any employee
of the Company who, in the opinion of the Committee, is in a position to
contribute materially to the growth and development and to the financial
success of the Company.

Types of Incentive Awards. Under the Incentive Plan, the Committee may grant
(i) incentive stock options ("ISOs"), as defined in Section 422 of the Code,
(ii) "nonstatutory" stock options ("NSOs"), (iii) shares of restricted stock,
(iv) performance units and performance shares, (v) other stock-based awards,
and (vi) supplemental payments dedicated to the payment of income taxes
(collectively, "Incentive Awards"). ISOs and NSOs are sometimes referred to
collectively herein as "Options." The terms of each Incentive Award will be
reflected in an agreement (the "Incentive Agreement") between the Company and
the participant.

Options. Generally, Options must be exercised within 10 years of the grant
date. ISOs may be granted only to employees, and the exercise price of each ISO
may not be less than 100% of the fair market value of a share of Common Stock
on the date of grant. The Committee will have the discretion to determine the
exercise price of each NSO granted under the Incentive Plan. To the extent that
the aggregate fair market value of shares of Common Stock with respect to which
ISOs are exercisable for the first time by any employee during any calendar
year exceeds $100,000, such options must be treated as NSOs.

The exercise price of each Option is payable in cash or, in the discretion of
the Committee, by the delivery of shares of Common Stock owned by the Optionee
or the withholding of shares that would otherwise be acquired on the exercise
of the Option or by any combination of the foregoing.

An employee will not recognize any income for federal income tax purposes at
the time an ISO is granted, nor on the qualified exercise of an ISO, and will
recognize capital gain or loss (as applicable) upon the subsequent sale of
shares acquired in a qualified exercise. The exercise of an ISO is qualified if
a participant does not dispose of the shares acquired by such exercise within
two years after the ISO grant date and one year after such exercise. The
Company is not entitled to a tax deduction as a result of the grant or
qualified exercise of an ISO.

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<PAGE>

An optionee will not recognize any income for federal income tax purposes,
nor will the Company be entitled to a deduction, at the time an NSO is granted.
However, when an NSO is exercised, the optionee will recognize ordinary income
in an amount equal to the difference between the fair market value of the
shares received and the exercise price of the NSO, and WORK will generally
recognize a tax deduction in the same amount at the same time.

The foregoing federal income tax information is a summary only, does not
purport to be a complete statement of the relevant provisions of the Code and
does not address the effect of any state of local taxes.

Restricted Stock. Restricted stock may be subject to substantial risk of
forfeiture, a restriction on transferability or rights of repurchase or first
refusal of the Company, as determined by the Committee. Unless otherwise
determined by the Committee, during the period of restriction, the grantee will
have all other rights of a stockholder, including the right to vote the shares
and receive the dividends paid thereon.

Performance Units and Performance Shares. Performance units and performance
shares may be granted only to employees and consultants. For each performance
period (to be determined by the Committee), the Committee will establish
specific financial or non-financial performance objectives, the number of
performance units or performance shares and their contingent values, which
values may vary depending on the degree to which such objectives are met.

Other Stock-Based Awards. Other stock-based awards are awards denominated or
payable in, valued in whole or in part by reference to or otherwise related to
shares of Common Stock. Subject to the terms of the Incentive Plan, the
Committee may determine any terms and conditions of other stock-based awards,
provided that, in general, the amount of consideration to be received by the
Company shall be either (i) no consideration other than services actually
rendered or to be rendered (in the case of the issuance of shares) or (ii) in
the case of an award in the nature of a purchase right, consideration (other
than services rendered) at least equal to 50% of the fair market value of the
shares covered by such grant on the date of grant. Payment or settlement of
other stock-based awards will be in shares of Common Stock or in other
consideration related to such shares.

Supplemental Payments for Taxes. The Committee may grant, in connection with
an Incentive Award (except for ISOs), a supplemental payment in an amount not
to exceed the amount necessary to pay the federal and state income taxes
payable by the grantee with respect to the Incentive Award and the receipt of
such supplemental payment.

Other Tax Considerations. Upon accelerated exercisability of Options and
accelerated lapsing of restrictions upon restricted stock or other Incentive
Awards in connection with a Change in Control (as defined in the Incentive
Plan), certain amounts associated with such Incentive Awards could, depending
upon the individual circumstances of the participant, constitute "excess
parachute payments" under Section 280G of the Code, thereby subjecting the
participant to a 20% excise tax on those payments and denying the Company a
deduction with respect thereto. The limit on the deductibility of compensation
under Section 162(m) of the Code is also reduced by the amount of any excess
parachute payments. Whether amounts constitute excess parachute payments
depends upon, among other things, the value of the Incentive Awards accelerated
and the past compensation of the participant.

Taxable compensation earned by executive officers who are subject to Section
162(m) of the Code in respect of Incentive Awards is subject to certain
limitations set forth in the Incentive Plan generally intended to satisfy the
requirements for "qualified performance-based compensation," but no assurance
can be given that the Company will be able to satisfy these requirements in all
cases, and the Company may, in its sole discretion, determine in one or more
cases that it is in its best interest not to satisfy these requirements even if
it is able to do so.

Termination of Employment and Change in Control. Except as otherwise provided
in the applicable Incentive Agreement, if a participant's employment or other
service with the Company (or its subsidiaries) is terminated (i) other than due
to his death, Disability, Retirement or for Cause (each capitalized term as
defined in the Incentive Plan), his then exercisable Options will remain
exercisable for 60 days after such termination,

63
<PAGE>

(ii) by reason of Disability or death, his then exercisable Options will remain
exercisable for one year following such termination (except for ISOs, which
will remain exercisable for three months), (iii) due to his retirement, his
then exercisable Options will remain exercisable for six months (except for
ISOs, which will remain exercisable for three months), or (iv) for Cause, all
his Options will expire at the commencement of business on the date of such
termination.

Upon a Change in Control of the Company, any restrictions on restricted stock
and other stock-based awards will be deemed satisfied, all outstanding Options
will become immediately exercisable and all the performance shares and units
and any other stock-based awards will be fully vested and deemed earned in
full. These provisions could in some circumstances have the effect of an "anti-
takeover" defense because, as a result of these provisions, a Change in Control
of the Company could be more difficult or costly.

Incentive Awards Nontransferable. No Incentive Award may be assigned, sold or
otherwise transferred by a participant, other than by will or by the laws of
descent and distribution, or be subject to any encumbrance, pledge, lien,
assignment or charge. An Incentive Award may be exercised during the
participant's lifetime only by the participant or the participant's legal
guardian.

Amendment and Termination. The Company's board of directors may amend or
terminate the Incentive Plan at any time, except that the Incentive Plan may
not be modified or amended, without shareholder approval, if such amendment
would (i) increase the number of shares of Common Stock which may be issued
thereunder, except in connection with a recapitalization of the Common Stock,
(ii) amend the eligibility requirements for employees to purchase Common Stock
under the Incentive Plan, (iii) increase the maximum limits on Incentive Awards
that may be issued to executive officers who are subject to Section 162(m) of
the Code, (iv) extend the term of the Incentive Plan or (v) decrease the
authority granted to the Committee under the Incentive Plan in contravention of
Rule 16b-3 under the Exchange Act. No termination or amendment of the Incentive
Plan shall adversely affect in any material way any outstanding Incentive Award
previously granted to a participant without his consent.

On the closing of this Offering, the Company expects Options to purchase a
total of 1,318,000 shares of Common Stock will be outstanding. The Options will
be granted to the following persons to purchase the number of shares indicated:
Mr. French, 200,000; Mr. Sacco, 175,000; Mr. Hlinak, 175,000; Messrs. Walz and
Stephens, 100,000 each; each of Messrs. Sullivan, Ramsey and Millinor, 10,000;
and other employees as a group (538,000 shares). All these options will have an
initial exercise price per share equal to the initial public offering price. Of
the options issued to the individuals named above, one-third of such shares
will vest upon completion of the Offering, and the remaining two-thirds will
vest on the first anniversary of the Offering, except that the options issued
to Messrs. French and Sacco vest only as to an additional one-third on the
first anniversary and the remaining one-third on the second anniversary. Except
for 25,000 options which vest immediately upon completion of this Offering and
52,500 options which will vest one-third upon completion of the Offering and
one-third on the first and second anniversary of the Offering, the options
issued to other employees will vest one-third on each anniversary of the
completion of the Offering.

BONUS AWARDS; OTHER PLANS

The 1998 bonuses for officers and key employees of the Company, if any, will
be based upon the performance standards to be established by the Compensation
Committee. The Company expects the Compensation Committee to establish such
performance standards for the remainder of 1998 following the closing of this
Offering.

The Company has adopted or intends to adopt deferred compensation,
supplemental disability, supplemental life and retirement or other benefit or
welfare plans in which executive officers of the Company will be eligible to
participate.

On the closing of this Offering, the Compensation Committee will be
established. In the past, matters with respect to the compensation of executive
officers of WORK were determined by its Board of Directors, including those
members who serve as executive officers.

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<PAGE>

CERTAIN TRANSACTIONS

ORGANIZATION OF WORK

WORK was initially capitalized with an aggregate of approximately $3.5
million provided through a private placement of its Common Stock and the
Preferred Stock to a number of accredited investors, including certain
officers, directors and 5% shareholders of the Company. These funds were used
to pay expenses related to the Acquisitions and this Offering. In September
1997, certain members of management purchased an aggregate of 411,530 shares
of WORK's Common Stock at a purchase price of approximately $.003 per share as
follows: Mr. Sacco--68,393 shares; Mr. French--177,438 shares; Mr. Stephens--
62,445 shares; Mr. Walz--61,445 shares; and Mr. Hlinak--15,000 shares. WORK
also issued shares of its Common Stock to Mr. Millinor and to a partnership
owned by the adult children of Mr. Ramsey, in the amounts of 18,766 and 2,503
shares, respectively, for a purchase price of approximately $.003 per share.
Messrs. Millinor and Ramsey will become directors of Company on completion of
this Offering. In addition, WORK issued 87,578 shares to Scott Jay Wollins,
who is a founder of WORK along with Bollard and served as a director of WORK
from September to December 1997. Mr. Wollins also receives a consulting fee of
$5,000 per month from WORK pursuant to an agreement which may be continued at
the option of both parties at the same rate until the completion of this
Offering. The Company also agreed to issue options at an exercise price equal
to the initial public offering price to management and its outside director
nominees upon completion of this Offering. See "Management--Board of Directors
Classes; Director Compensation--Executive Compensation; Employment
Agreements." Mr. Sacco also purchased 25 shares of Series A Preferred Stock
for $25,000, and Mr. Ramsey purchased 200 shares of Series B Preferred Stock
for $200,000. The Preferred Stock purchased by Messrs. Sacco and Ramsey will
automatically convert into 5,012 and 25,060 shares of Common Stock,
respectively, upon completion of the Offering.

In addition, Bollard, and its principals, Richard K. Reiling, Edward J.
Hoffer, Gary D. Schwing and Richard S. Rouse, purchased shares of Common Stock
at approximately $.003 per share as follows: Bollard--43,789; Mr. Hoffer--
132,099 shares; Mr. Reiling--148,882 shares; Mr. Schwing--45,665 shares; and
Mr. Rouse--25,021 shares. Messrs. Reiling, Hoffer and Wollins served as
directors of WORK prior to the Offering. In addition, Mr. Schwing purchased 25
shares of the Company's Series A Preferred Stock for $25,000, and Mr. Reiling
purchased 40 shares of the Company's Series B Preferred Stock for $40,000. The
Preferred Stock purchased by Messrs. Schwing and Reiling will, upon completion
of this Offering, convert into 5,013 and 5,011 shares of Common Stock,
respectively. Rusty Burnett, a shareholder of Burnett and the husband of Susan
W. Burnett (who will become a director of the Company) and Scott Hoffer, the
son of Edward J. Hoffer, also purchased 200 shares of Series B Preferred Stock
and 50 Shares of Series A Preferred Stock, respectively, which automatically
convert into 25,060 and 10,024 shares of Common Stock upon completion of this
Offering.

Bollard has entered into an agreement with WORK to provide services related
to facilitating and completing this Offering. In consideration of those
services, Bollard will be reimbursed for its expenses and will be paid a fee
of $775,000 from the proceeds of this Offering. Bollard also entered into an
agreement with WORK on April 1, 1998 whereby Bollard has agreed to provide
management and administrative services to WORK relating to this Offering, for
which Bollard is paid a monthly fee of $30,000 and reimbursement of reasonable
out-of-pocket expenses. This agreement terminates on the closing of this
Offering. Effective on completion of this Offering, Bollard has agreed to
provide services to the Company, as requested, on a non-exclusive basis for
two years relating to future acquisition transactions involving the Company,
including the identification of potential acquisition candidates, due
diligence and valuation of these candidates, and negotiation of acquisition
agreements. Under this agreement, Bollard will receive a monthly fee of
$10,000 and reimbursement of reasonable out-of-pocket expenses, and will be
paid a transaction fee upon consummation of any acquisition identified by
Bollard to the Company, which fee is based on an agreed to percentage of the
value of the acquisition. The monthly fees and reimbursement of expenses will
be credited against fees earned by Bollard on acquisitions.

65
<PAGE>

Bollard has also agreed to advance WORK up to $500,000 to fund operating
expenses of WORK prior to the completion of this Offering. Such advances do
not bear interest and are payable on the earlier to occur of the completion of
this Offering or the termination of the definitive agreements regarding the
Acquisitions.

THE ACQUISITIONS

Concurrently with and as a condition of the closing of this Offering, the
Company will close the Acquisitions. Subject to certain adjustments described
below, the aggregate consideration WORK will pay to acquire the Founding
Companies consists of approximately $66.9 million in cash and 6,438,540 shares
of Common Stock. The Company will also assume all the indebtedness of the
Founding Companies (estimated to be approximately $2.4 million of indebtedness
incurred by the Founding Companies to fund AAA account distributions and
approximately $1.2 million of other indebtedness of the Founding Companies as
of the closing of this Offering). The cash portion of the purchase price will
be adjusted at the closing to the extent the working capital and long-term
debt of a Founding Company as of the end of the month prior to the closing of
the Acquisitions (or the end of the second month prior to the closing of the
Acquisitions if the closing occurs on or before the twentieth day of a month)
varies from the working capital of the Founding Company as of June 30, 1998.

The shareholders of PCN and Task are both entitled to additional
consideration (the "Earn-Outs"), payable in cash, in the event Earn-Out EBIT
(as defined) for 1998 and 1999 exceeds target levels. The shareholders of CHP
are entitled to additional compensation, payable in cash, in the event Earn-
Out EBIT (as defined) for the 12 months following the Offering exceeds
Adjusted EBIT (as defined) for the 12-month period ending on the last day of
the month during which the Offering is consummated. Additional payments, if
any, related to these arrangements will be recorded as additional purchase
consideration as the time such amount is determinable.

Prior to the closing of the Acquisitions, the S Corporations are expected to
distribute cash to their respective stockholders in amounts equal to the
balance of their respective AAA Accounts prior to the closing of the
Acquisitions (approximately $6.5 million as of June 30, 1998). An AAA Account
generally represents undistributed earnings of an S Corporation on which taxes
have been or will be paid by its stockholders, and the Company expects that
the S Corporations will borrow approximately $2.4 million to fund their AAA
account distributions, which will be repaid by the Company upon the closing of
the Acquisitions out of available cash and cash equivalents of the Founding
Companies. Each S Corporation which uses the cash method of accounting for
income tax purposes, will, prior to the Acquisitions, distribute to its
stockholders accounts receivable which have a value equal to the net
adjustment that would be required under the Code, if, as of the time of
closing the Acquisitions, the S Corporation changed its method of accounting
for tax purposes from the cash method to the accrual method. The estimated
amount of these accounts receivable to be distributed is approximately $13.4
million. In addition to the adjustments to the purchase price described above
for changes in working capital and long term debt, the cash portion of the
purchase price of each S Corporation will be adjusted for any AAA Accounts
distributions and for any such distributions of cash basis accounts and notes
receivable after the adjustment date described above.

The Company will also repay an aggregate of $1.2 million of indebtedness of
certain of the Founding Companies with the proceeds of this Offering.

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<PAGE>

The consideration being paid by WORK for each Founding Company was
determined by arm's-length negotiations between WORK and a representative of
that Founding Company. Subject to certain adjustments described below, the
following table sets forth for each Founding Company the consideration the
Company will pay to its stockholders in the Acquisitions in cash and shares of
Common Stock.

<TABLE>
<CAPTION>
SHARES OF
CASH COMMON
FOUNDING COMPANY CONSIDERATION STOCK
---------------- ------------- ---------
<S> <C> <C>
Absolutely/Botal........................................ $ 7,401,385 224,746
Access.................................................. 3,770,632 208,843
AIM..................................................... 866,122 72,176
BeneTemps............................................... 2,500,002 216,227
Burnett................................................. 8,421,605 1,333,333
CHP..................................................... 800,005 82,369
Core.................................................... 1,340,886 111,738
CoreLink................................................ 1,095,239 365,078
Law Pros................................................ 2,000,000 184,314
Law Resources........................................... 1,006,170 83,846
PCN..................................................... 4,820,068 401,672
Smith Hanley............................................ 8,500,008 643,149
Sparks.................................................. 15,000,004 1,467,978
Task Management......................................... 5,357,488 446,456
TOSI.................................................... 1,400,000 382,356
WSI..................................................... 2,571,108 214,259
----------- ---------
Total................................................. $66,850,722 6,438,540
=========== =========
</TABLE>

The closing of each Acquisition is subject to customary conditions. These
conditions include, among others: the accuracy on the closing date of the
Acquisitions of the representations and warranties made by the Founding
Companies, their principal stockholders and WORK; the performance of each of
their respective covenants included in the agreements relating to the
Acquisitions; and nonexistence of a material adverse change in the result of
operations, financial condition or business of each Founding Company. No
assurance can be given the conditions to the closing of all Acquisitions will
be satisfied or waived or that each of the Acquisitions will close.

Any Founding Company's acquisition agreement may be terminated, under
certain circumstances, prior to the closing of this Offering: (i) by the
mutual consent of the boards of directors of WORK and the Founding Company;
(ii) by the Founding Company, its stockholders or WORK if this Offering and
the acquisition of the Founding Company are not closed by September 30, 1998
(which date will be extended to October 31, 1998, unless Founding Companies
which represent a majority of the consideration payable to all the Founding
Companies elect not to do so); (iii) by WORK if the schedules to the
acquisition agreement are amended to reflect a material adverse change in that
Founding Company; or (iv) by the Founding Company, its stockholders or WORK if
a material breach or default under the agreement by one party occurs and is
not waived by the other party.

Pursuant to the Acquisition Agreements, certain stockholders of each of the
Founding Companies have agreed not to compete with the Company for a period of
two years commencing on the date of closing of the Acquisitions. For
information regarding the employment agreements to be entered into by certain
key officers of the Founding Companies, see "Management--Executive
Compensation; Employment Agreements."

In connection with the Acquisitions, the Company will grant certain
registration rights to former stockholders of the Founding Companies. See
"Shares Eligible for Future Sale."

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<PAGE>

ACQUISITIONS INVOLVING CERTAIN OFFICERS, DIRECTORS AND STOCKHOLDERS

Persons who or which are or will become directors, executive officers, or
beneficial owners of 5% or more of the Common Stock will receive the following
consideration in the Acquisitions for their equity interests in the Founding
Companies.

<TABLE>
<CAPTION>
SHARES OF
CASH COMMON
NAME CONSIDERATION STOCK
- ---- ------------- ---------
<S> <C> <C>
Susan W. Burnett(1)..................................... $ 8,421,605 1,333,333
Stephen M. Sparks(2).................................... 13,229,694 950,993
Gilbert Rosen(3)........................................ 1,400,000 --
Morton Fishman(4)....................................... 800,005 82,369
John R. Haesler(5)...................................... 1,095,239 365,078
James Schneider(6)...................................... 2,169,031 180,752
Thomas A. Hanley, Jr.................................... 2,209,152 167,153
----------- ---------
$29,324,726 3,079,678
=========== =========
</TABLE>
- --------
(1) Ms. Burnett's cash and shares of Common Stock are held jointly with her
husband, Rusty Burnett.
(2) Includes shares held by Mr. Sparks and by a revocable trust established by
Mr. Sparks. Does not include 438,750 shares held in trusts for Mr. Sparks'
children as to which Mr. Sparks is not the trustee and disclaims
beneficial ownership.
(3) Includes cash consideration payable to Mr. Rosen and his wife. Excludes
382,356 shares issued to Mr. Rosen's children as to which he disclaims
beneficial ownership.
(4) Includes cash consideration and shares of Common Stock issued to Mr.
Fishman's wife, but does not include cash consideration which may be
payable pursuant to an Earn-Out.
(5) Includes cash consideration and shares of Common Stock issued to Mr.
Haesler's wife.
(6) Does not include cash consideration which may be payable pursuant to an
Earn-Out.

REAL ESTATE AND OTHER TRANSACTIONS

The Company leases a 2,323 square foot office in Denver, Colorado from S & J
Real Estate, a Colorado partnership whose shareholders include John G.
McWilliams, a 50% shareholder in WSI. The lease expires in 1999 and provides
for monthly payments of $3,034 through May 31, 1999.

The Company believes the consideration paid under this lease is at fair
market rates and is fair to the Company.

COMPANY POLICY

In the future, any transactions with directors, officers, employees or
affiliates of the Company are anticipated to be minimal and will, in any case,
be approved in advance by a majority of the board of directors, including a
majority of disinterested members of the board of directors.

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<PAGE>

PRINCIPAL STOCKHOLDERS

The following table shows, immediately after giving effect to the closing of
the Acquisitions, the conversion of the Preferred Stock, the Reverse Stock
Split and this Offering, the beneficial ownership of the Common Stock of (i)
each person who or which then will beneficially own more than five percent of
the outstanding shares of the Company Common Stock, (ii) each person who then
will be a director of the Company, (iii) each person who then will be an
executive officer of the Company and (iv) all persons who then will be
directors and executive officers of the Company as a group. The table assumes
none of these persons intends to acquire shares directly from the Underwriters
in connection with this Offering.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AFTER
BENEFICIAL OWNER(1) OFFERING(2)
------------------- --------------------
NUMBER PERCENT
------------ -------
<S> <C> <C>

Susan W. Burnett(3)...................................... 1,358,393 9.5%
9800 Richmond Avenue, Suite 800
Houston, Texas 77042
Stephen M. Sparks(4)..................................... 950,993 6.6%
15825 Shady Grove Road, Suite 150
Rockville, Maryland 20850
John R. Haesler(5)....................................... 365,078 2.6%
18301 Von Karman Avenue, Suite 120
Irvine, California 92612
B. Garfield French(6).................................... 244,105 1.7%
James Schneider(7)....................................... 180,752 1.3%
595 Market Street, Suite 1400
San Francisco, California 94105-2821
Thomas A. Hanley, Jr.(8)................................. 167,153 1.2%
235 Canoe Hill Road
New Canaan, Connecticut 06840
Samuel R. Sacco(9)....................................... 131,738 *
Monte R. Stephens(10).................................... 95,778 *
Mark F. Walz(11)......................................... 94,778 *
Morton Fishman(12)....................................... 82,369 *
7108 Fairway Drive, Suite 290
Palm Beach Gardens, Florida 33418
Michael L. Hlinak(13).................................... 73,333 *
Roger A. Ramsey(14)...................................... 35,060 *
401 Louisiana, 8th Floor
Houston, Texas 77002
John M. Sullivan(15)..................................... 15,012 *
8 Greenway Plaza, Suite 702
Houston, Texas 77046
J. Patrick Millinor, Jr.(16)............................. 12,503 *
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
Gilbert Rosen(17)........................................ 0 *
10 King Street East, Suite 1500
Toronto, Ontario M5C1C3
Canada
All directors and officers as a group (16 persons) (3)-
(18).................................................... 3,807,045 26.6%
</TABLE>
- --------
*Less than 1%.
(1) All persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated. Unless otherwise indicated, the
address of each person listed is 700 Louisiana, Suite 3900, Houston, Texas
77002.
(2) Shares shown do not include shares of Common Stock that could be acquired
on exercise of currently outstanding options which do not vest within 60
days hereof.

69
<PAGE>

(3) Includes 1,333,333 shares which will be issued as consideration for the
acquisition of Burnett and 25,060 shares issuable upon conversion of the
Series B Preferred Stock upon completion of this Offering, all of which
are held jointly with her husband, Rusty Burnett.
(4) Comprised of shares which will be issued as consideration for the
acquisition of Sparks and does not include 438,750 shares held in trusts
for Mr. Sparks children as to which Mr. Sparks is not the trustee and
disclaims beneficial ownership.
(5) Comprised of shares which will be issued as consideration for the
acquisition of CoreLink and includes 273,651 shares issued to his wife.
(6) Includes 66,667 shares issuable upon exercise of options granted to him
under the Incentive Plan.
(7) Comprised of shares which will be issued as consideration for the
acquisition of PCN.
(8) Comprised of shares which will be issued as consideration for the
acquisition of Smith/Hanley.
(9) Includes 58,333 shares issuable upon exercise of options granted to him
under the Incentive Plan and 5,012 shares issuable upon conversion of the
Series A Preferred Stock upon completion of this Offering.
(10) Includes 33,333 shares issuable upon exercise of options granted to him
under the Incentive Plan.
(11) Includes 33,333 shares issuable upon exercise of options granted to him
under the Incentive Plan.
(12) Comprised of shares which will be issued as consideration for the
acquisition of CHP and includes 41,184 shares issued to his wife.
(13) Includes 58,333 shares issuable upon exercise of options granted to him
under the Incentive Plan.
(14) Includes 10,000 shares issuable upon exercise of options granted to him
as an outside director under the Incentive Plan and 25,060 shares
issuable upon conversion of the Series B Preferred Stock upon completion
of this Offering. Does not include 18,766 shares of Common Stock owned by
Foresee Capital, Ltd., a partnership owned by Mr. Ramsey's children as to
which he disclaims beneficial ownership.
(15) Includes 10,000 shares issuable upon exercise of options granted to him
as an outside director under the Incentive Plan and 5,012 shares issuable
upon conversion of the Series A Preferred Stock upon completion of this
Offering.
(16) Includes 10,000 shares issuable upon exercise of options granted to him
as an outside director under the Incentive Plan.
(17) Comprised of shares which will be issued as consideration for the
acquisition of TOSI and does not include 382,356 shares issued to Mr.
Rosen's children as to which he disclaims beneficial ownership.
(18) Includes 305,000 shares issuable upon exercise of options granted under
the Incentive Plan.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

On closing of the Acquisitions and this Offering, 14,316,327 shares of
Common Stock will be outstanding. The shares sold in this Offering (other than
those held by affiliates of the Company) will be freely tradable by the
public. The remaining outstanding shares of Common Stock (collectively, the
"Restricted Shares") have not been registered under the Securities Act and may
be resold publicly only following their effective registration under the
Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act, such as Rule 144 thereunder.

In general, under Rule 144 as currently in effect, if a minimum of one year
has elapsed since the later of the date of acquisition of the Restricted
Shares from the Company or from an affiliate of the Company, a person (or
persons whose shares of Common Stock are aggregated), including persons who
may be deemed "affiliates" of the Company, would be entitled to sell within
any three-month period a number of Restricted Shares which does not exceed the
greater of (i) 1% of the then outstanding shares of Common Stock and (ii) the
average weekly trading volume of the Common Stock during a preceding period of
four calendar weeks. Sales under Rule 144 are also subject to certain
provisions as to the manner of sale, notice requirements and the availability
of current public information about the Company. In addition, under Rule 144,
if a period of at least two years has elapsed since the later of the date
Restricted Shares were acquired from the Company or the date they were
acquired from an affiliate of the Company, a stockholder who is not an
affiliate of the Company at the time of sale and has not been such an
affiliate for at least three months prior to the sale would be entitled to
sell shares of Common Stock in the public market immediately without
compliance with the foregoing Rule 144 requirements. Rule 144 does not require
the same person to have held the Restricted Shares for the applicable periods
under certain circumstances. The foregoing summary of Rule 144 is not intended
to be a complete description thereof. The SEC has proposed certain amendments
to Rule 144 that would, among other things, eliminate the manner of sale
requirements and revise the notice provisions of that rule. The SEC has also
solicited comments on other possible changes to Rule 144, including possible
revisions to the one- and two-year holding periods and the volume limitations
referred to above.

The Company and certain stockholders have agreed generally not to offer,
sell or otherwise dispose of any shares of Common Stock for a period of 180
days, and the Company's directors and executive officers have agreed generally
not to offer, sell or otherwise dispose of any shares of Common Stock for a
period of one year (in each case the "lockup period") following the date of
this Prospectus without the prior written consent of The Robinson-Humphrey
Company, LLC, except that the Company may issue, subject to certain
conditions, Common Stock in connection with acquisitions and upon exercise of
stock options which are either (i) outstanding on the date of this Prospectus
or (ii) issued under the Incentive Plan. Further, all persons who acquire
shares in connection with the Acquisitions have agreed that they generally
will not offer, sell or otherwise dispose of any of their shares of Common
Stock (subject to certain limited exceptions generally involving transfers to
family members and trusts or pursuant to an effective registration statement)
during the one-year period following the date of this Prospectus.

The Company will enter into a registration rights agreement (the "RRA") with
the former stockholders of the Founding Companies, which will provide certain
registration rights with respect to the Common Stock issued to such
stockholders in the Acquisitions. The RRA will provide for a single demand
registration right, exercisable by the holders of at least 51.0% of the shares
of Common Stock initially subject to the RRA, pursuant to which the Company
will file a registration statement under the Securities Act to register the
sale of not less than 1,000,000 shares by those requesting stockholders and
any other holders of Common Stock subject to the agreement who desire to sell
pursuant to such registration statement. The demand request may not be made
until the first anniversary of this Offering. The demand registration rights
conferred by the RRA will terminate on the third anniversary of this Offering.
In addition, subject to certain conditions and limitations, the RRA will
provide the holders of Common Stock subject to the RRA with the right to
participate in registrations by the Company of its equity securities in
underwritten offerings after the first anniversary of this Offering.

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<PAGE>

The RRA requires the Company to pay the costs associated with an offering
subject thereto, other than underwriting discounts and commissions and
transfer taxes attributable to the shares sold on behalf of the selling
stockholders. The RRA provides that the number of shares of Common Stock that
must be registered on behalf of selling stockholders is subject to limitation
if the managing underwriter determines that market conditions require such a
limitation. Pursuant to the RRA, the Company will indemnify the selling
stockholders, and such selling stockholders will indemnify the Company,
against certain liabilities in respect of any registration statement or
offering covered by the RRA.

The Company intends to register up to 5,000,000 additional shares of Common
Stock under the Securities Act as soon as practicable after the completion of
the Offering for its use in connection with future acquisitions. Pursuant to
Securities Act Rule 145, the volume limitations and certain other requirements
of Rule 144 will apply to resales of these shares by affiliates of the
businesses the Company acquires for a period of one year from the date of
their acquisition (or such shorter period as the SEC may prescribe).
Otherwise, these shares generally will be freely tradable after their issuance
by persons not affiliated with the Company unless the Company contractually
restricts their sale and sales of these shares during the lockup period would
require the prior written consent of The Robinson-Humphrey Company, LLC.

The Company intends to file a registration statement on Form S-8 under the
Securities Act to register the shares of Common Stock reserved or to be
available for issuance pursuant to the Incentive Plan. Shares of Common Stock
issued pursuant to the Incentive Plan after the effective date of that
registration statement generally will be available for sale in the open market
by holders who are not affiliates of the Company and, subject to the volume
and other limitations of Rule 144, by holders who are affiliates of the
Company.

DESCRIPTION OF CAPITAL STOCK

WORK's authorized capital stock consists of 50,000,000 shares of Common
Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the
"Preferred Stock"). At July 10, 1998, 905,718 shares of Common Stock and 3,500
shares of Preferred Stock were issued and outstanding. As of that date, there
were 26 holders of record of the Common Stock. On closing of this Offering,
all outstanding shares of Preferred Stock will be automatically converted into
513,735 shares of Common Stock. As a result, on the closing of the
Acquisitions and this Offering, 14,316,327 shares of Common Stock (15,285,077
if the underwriters' over-allotment option is exercised in full) will be
issued, outstanding and nonassessable, and 1,318,000 shares of Common Stock
then will be reserved for issuance pursuant to all then outstanding options,
warrants and other rights (consisting only of Incentive Plan options). The
following summary is qualified in its entirety by reference to the Charter,
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.

COMMON STOCK

The Common Stock possesses ordinary voting rights for the election of
directors and in respect of other corporate matters, and each share has one
vote. The Common Stock affords no cumulative voting rights, and the holders of
a majority of the shares voting for the election of directors can elect all
the directors if they choose to do so. The Common Stock carries no preemptive
rights and is not convertible, redeemable, assessable or entitled to the
benefits of any sinking fund. The holders of Common Stock are entitled to
dividends in such amounts and at such times as may be declared by the Board of
Directors out of funds legally available therefor, subject to the dividend
preference of any stock ranking senior to the Common Stock, including the
Preferred Stock. See "Dividend Policy" for information regarding the initial
dividend policy of the Company.

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the
provisions of the Charter and limitations prescribed by law, the Board of
Directors is expressly authorized to adopt resolutions to issue the shares, to
fix the number of shares and to

72
<PAGE>

change the number of shares constituting any series, and to provide for the
powers, designations, preferences and relative, participating, optional or
other rights, and the qualifications, limitations or restrictions thereof,
including without limitation, voting powers, dividend rights (including
whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any class or series of the
Preferred Stock, in each case without any further action or vote by the
holders of Common Stock. Although the Company has no present intention to
issue additional shares of Preferred Stock, the issuance of shares of
Preferred Stock, or the issuance of rights to purchase such shares, could be
used to discourage an unsolicited acquisition proposal. For example, the
issuance of a series of Preferred Stock might impede a business combination by
including class voting rights that would enable the holders to block such a
transaction; or such issuance might facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
Preferred Stock could adversely affect the voting power of the holders of the
Common Stock. The Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that some or a majority
of the stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then market
price of such stock. The Board of Directors does not at present intend to seek
stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or the rules of any market on which the
WORK's securities are traded.

OTHER MATTERS

Texas law authorizes Texas corporations to limit or eliminate the personal
liability of their directors to them and their stockholders for monetary
damages for breach of a director's fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them. Absent the limitations authorized by Texas law,
directors are accountable to Texas corporations and their stockholders for
monetary damages for conduct constituting gross negligence in the exercise of
their duty of care. Texas law enables Texas corporations to limit available
relief to equitable remedies such as injunction or rescission. The Charter
limits the liability of directors of the Company to the Company or its
stockholders to the fullest extent permitted by Texas law. Specifically, no
member of the Board of Directors will be personally liable for monetary
damages for breach of a director's fiduciary duty as a director, except for
liability (i) for any breach of the member's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
in the Texas Business Corporation Act ("TBCA") or (iv) for any transaction
from which the member derived an improper personal benefit. This Charter
provision may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty
of care, even though such an action, if successful, might otherwise have
benefited the Company and its stockholders. The Charter and Bylaws provide
indemnification to WORK's officers and directors and certain other persons
with respect to certain matters, and WORK has entered into agreements with
each of its directors and executive officers providing for indemnification
with respect to certain matters.

The Charter provides that: (i) stockholders may act only at an annual or
special meeting of stockholders and may not act by written consent; and (ii)
special meetings of the stockholders can be called only by the chairman of the
board, the chief executive officer, the president or a majority of the Board
of Directors. The Charter also provides that the Board of Directors shall
consist of three classes of directors serving for staggered terms. It is
currently contemplated that approximately one-third of the Board of Directors
will be elected each year. The classified board provision could prevent a
party who acquires control of a majority of the outstanding voting stock of
the Company from obtaining control of the Board of Directors until the second
annual stockholders' meeting following the date the acquirer obtains the
controlling interest. See "Management --Directors and Executive Officers." The
Charter provides that the number of directors shall be as determined by the
Board of Directors from time to time, but shall not be less than three. It
also provides that directors may be removed only for cause, and then only by
the affirmative vote of the holders of at least two-thirds of all outstanding
voting stock. This provision, in conjunction with the Charter provisions
authorizing the board of

73
<PAGE>

directors to fill vacant directorships, will prevent stockholders from
removing incumbent directors without cause and filling the resulting vacancies
with their own nominees.

STOCKHOLDER PROPOSALS

The Company's Bylaws contain provisions requiring that advance notice be
delivered to the Company of any business to be brought by a stockholder before
an annual meeting of stockholders and establishing certain procedures to be
followed by stockholders in nominating persons for election to the Board of
Directors. Generally, such advance notice provisions provide that written
notice must be given to the secretary of the Company by a stockholder (i) in
the event of business to be brought by a stockholder before an annual meeting
and (ii) in the event of nominations of persons for election to the Board of
Directors by any stockholder, not less than 60 nor more than 180 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders (with certain exceptions if the date of the annual meeting is
different by more than specified periods from the anniversary date). Such
notice must set forth specific information regarding such stockholder and such
business or director nominee, as described in the Company's Bylaws. The
foregoing summary is qualified in its entirety by reference to the Company's
Bylaws, which are filed as an exhibit to the Registration Statement of which
this Prospectus is a part.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

74
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting agreement
(the "Underwriting Agreement") among the Company and the underwriters named
below (the "Underwriters"), the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters, for whom The Robinson-Humphrey
Company, LLC, J.C. Bradford & Co. and ABN AMRO Incorporated are acting as
representatives (the "Representatives"), has severally agreed to purchase from
the Company the number of shares of Common Stock set forth below opposite
their respective names. The Underwriters are committed to purchase all of such
shares if any are purchased. Under certain circumstances, the commitments of
non-defaulting Underwriters may be increased as set forth in the Underwriting
Agreement.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
The Robinson-Humphrey Company, LLC..............................
J.C. Bradford & Co..............................................
ABN AMRO Incorporated...........................................
---------
Total.......................................................
=========
</TABLE>

The Representatives have advised the Company that the Underwriters propose
to offer the shares of Common Stock to the public initially 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 such dealers may reallow, a discount not in excess
of $ per share on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

The Company has granted the Underwriters an option, exercisable by the
Representatives, to purchase up to 968,750 additional shares of Common Stock
at the initial public offering price less the underwriting discount. Such
option, which expires 30 days after the date of this Prospectus, may be
exercised solely to cover over-allotments. To the extent the Representatives
exercise such option, each of the Underwriters will be obligated, subject to
certain conditions, to purchase approximately the same percentage of the
option shares as the number of shares to be purchased initially by that
Underwriter bears to the total number of shares to be purchased initially by
the Underwriters.

Prior to this Offering, there has been no established trading market for the
Common Stock. The initial price to the public for the Common Stock offered
hereby was determined by negotiations among the Company and the
Representatives. Among the factors considered in determining the initial price
to the public were the history of and the prospects for the industry in which
the Company competes, the past and present operations of the Company and the
historical results of the operations of the Founding Companies, the prospects
for future earnings of the Company, the general condition of the securities
markets at the time of the Offering, and the recent market prices of
securities of generally comparable companies. There can be no assurance that
an active trading market will develop for the Common Stock or that the Common
Stock will trade in the public market subsequent to the Offering at or above
the initial public offering price.

The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute
to payments the Underwriters may be required to make in respect thereof.

The Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.

The Representatives, on behalf of the Underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. Over-
allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position.

75
<PAGE>

Stabilizing transactions permit bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the Common Stock in the open market
after the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the Representatives to reclaim a selling
concession from a syndicate member when shares of Common Stock originally sold
by such syndicate member are purchased in a syndicate covering transaction to
cover syndicate short positions. Such stabilizing transactions, syndicate
covering transactions and penalty bids may cause the price of the Common Stock
to be higher than it would otherwise be in the absence of such transactions.
These transactions may be effected on the New York Stock Exchange or otherwise
and, if commenced, may be discontinued at any time.

In connection with the Offering, the Company's officers and directors have
agreed that, during a period of one year from the date of this Prospectus, and
certain shareholders of the Company (excluding the holders of the shares of
Common Stock issuable upon conversion of the Preferred Stock) have agreed
that, during a period of 180 days from the date of this Prospectus, such
holders will not, without the prior written consent of The Robinson-Humphrey
Company, LLC, directly or indirectly, offer, sell, contract to sell, grant any
option with respect to, pledge, hypothecate or otherwise dispose of, any
shares of Common Stock except for a cashless exercise of stock options or a
bona fide gift provided that the donee agrees to be bound by the terms of the
donor's lockup agreement. In addition, the Company has agreed that, during a
period of 180 days from the date of this Prospectus, the Company will not,
without the prior written consent of The Robinson-Humphrey Company, LLC,
directly or indirectly, offer, sell, contract to sell, grant any option with
respect to, pledge, hypothecate or otherwise dispose of any shares of Common
Stock except for shares of Common Stock to be issued in the Offering, in
connection with acquisitions generally, and upon the exercise of stock options
which are either (i) outstanding on the date of this Prospectus or (ii) issued
under the Incentive Plan.

LEGAL MATTERS

Certain legal matters in connection with the sale of the Common Stock
offered hereby are being passed upon for the Company by Porter & Hedges,
L.L.P., Houston, Texas. The legality of the shares of Common Stock offered
hereby will be passed upon for the Underwriters by King & Spalding, Atlanta,
Georgia.

EXPERTS

The audited historical financial statements have been included in this
Prospectus in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has not previously been subject to the reporting requirements of
the Exchange Act. The Company has filed a Registration Statement on Form S-1
(the "Registration Statement") under the Securities Act with the SEC with
respect to this Offering. This Prospectus, filed as a part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement, or the exhibits thereto, in accordance with the rules
and regulations of the SEC, and reference is hereby made to such omitted
information. The statements made in this Prospectus concerning documents filed
as exhibits to the Registration Statement accurately describe the material
provisions of such documents and are qualified in their entirety by reference
to such exhibits for complete statements of their provisions. The Registration
Statement and the exhibits thereto may be inspected, without charge, at the
public reference facilities of the SEC at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and its
regional offices at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and at 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of all or any portion of the Registration Statement can
be obtained at prescribed

76
<PAGE>

rates from the Public Reference Section of the SEC at its principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
The SEC maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC. The address of that site is http://www.sec.gov.

As a result of the Offering, the Company will be subject to the reporting
requirements under the Exchange Act and, in accordance therewith, will file
reports, proxy statements, information statements and other information with
the Commission. The Company intends to furnish annual reports to its
shareholders containing audited financial statements reported on by an
independent certified public accounting firm and quarterly reports containing
unaudited summary financial information for each of the first three quarters
of each year.

77
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Basis of Presentation.................................................... F-3
Unaudited Pro Forma Combined Balance Sheet............................... F-4
Unaudited Pro Forma Combined Statement of Operations..................... F-6
Notes to Unaudited Pro Forma Combined Financial Statements............... F-10
HISTORICAL FINANCIAL STATEMENTS
SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES
Independent Auditors' Report......................................... F-17
Combined Balance Sheets.............................................. F-18
Combined Statements of Operations.................................... F-19
Combined Statements of Shareholders' Equity.......................... F-20
Combined Statements of Cash Flows.................................... F-21
Notes to Combined Financial Statements............................... F-22
WORK INTERNATIONAL CORPORATION
Independent Auditors' Report......................................... F-26
Balance Sheets....................................................... F-27
Statements of Operations............................................. F-28
Statements of Shareholders' Equity................................... F-29
Statements of Cash Flows............................................. F-30
Notes to Financial Statements........................................ F-31
THE BURNETT COMPANIES CONSOLIDATED, INC.
Independent Auditors' Report......................................... F-34
Balance Sheets....................................................... F-35
Statements of Earnings............................................... F-36
Statements of Stockholders' Equity................................... F-37
Statements of Cash Flows............................................. F-38
Notes to Financial Statements........................................ F-39
SMITH HANLEY ASSOCIATES, INC.
Independent Auditors' Report......................................... F-44
Combined Balance Sheets.............................................. F-45
Combined Statements of Operations.................................... F-46
Combined Statements of Shareholders' Equity.......................... F-47
Combined Statements of Cash Flows.................................... F-48
Notes to Combined Financial Statements............................... F-49
PROFESSIONAL CONSULTING NETWORK, INC.
Independent Auditors' Report......................................... F-53
Balance Sheets....................................................... F-54
Statements of Operations............................................. F-55
Statements of Shareholders' Equity................................... F-56
Statements of Cash Flows............................................. F-57
Notes to Financial Statements........................................ F-58
CORELINK STAFFING SERVICES, INC.
Independent Auditors' Report......................................... F-62
Balance Sheets....................................................... F-63
Statements of Operations............................................. F-64
Statements of Shareholders' Equity................................... F-65
Statements of Cash Flows............................................. F-66
Notes to Financial Statements........................................ F-67
ABSOLUTELY PROFESSIONAL STAFFING, INC., AND AFFILIATE
Independent Auditors' Report......................................... F-71
Combined Balance Sheets.............................................. F-72
Combined Statements of Income and Shareholders' Equity............... F-73
Combined Statements of Cash Flows.................................... F-74
Notes to Combined Financial Statements............................... F-75
</TABLE>

F-1
<PAGE>

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
TOSI PLACEMENT SERVICES INC.
Independent Auditors' Report........................................ F-79
Balance Sheets...................................................... F-80
Statements of Income................................................ F-81
Statements of Shareholder's Equity.................................. F-82
Statements of Changes in Financial Position......................... F-83
Notes to Financial Statements....................................... F-84
ACCESS STAFFING INC.
Independent Auditors' Report........................................ F-88
Balance Sheets...................................................... F-89
Statements of Operations............................................ F-90
Statements of Shareholders' Equity.................................. F-91
Statements of Cash Flows............................................ F-92
Notes to Financial Statements....................................... F-93
TASK MANAGEMENT, INC.
Independent Auditors' Report........................................ F-98
Balance Sheets...................................................... F-99
Statements of Operations and Retained Earnings...................... F-100
Statements of Cash Flows............................................ F-101
Notes to Financial Statements....................................... F-102
WSI PERSONNEL SERVICES, INC.
Independent Auditors' Report........................................ F-106
Balance Sheets...................................................... F-107
Statements of Operations............................................ F-108
Statements of Shareholders' Equity.................................. F-109
Statements of Cash Flows............................................ F-110
Notes to Financial Statements....................................... F-111
CORE PERSONNEL, INC., AND CORE PERSONNEL OF ARLINGTON, INC.
Independent Auditors' Report........................................ F-116
Combined Balance Sheets............................................. F-117
Combined Statements of Operations................................... F-118
Combined Statements of Shareholders' Equity......................... F-119
Combined Statements of Cash Flows................................... F-120
Notes to Combined Financial Statements.............................. F-121
BENETEMPS, INC.
Independent Auditors' Report........................................ F-126
Balance Sheets...................................................... F-127
Statements of Operations............................................ F-128
Statements of Shareholder's Equity.................................. F-129
Statements of Cash Flows............................................ F-130
Notes to Financial Statements....................................... F-131
LAW PROS LEGAL PLACEMENT SERVICES, INC.
Independent Auditors' Report........................................ F-134
Balance Sheets...................................................... F-135
Statements of Operations............................................ F-136
Statements of Shareholders' Equity.................................. F-137
Statements of Cash Flows............................................ F-138
Notes to Financial Statements....................................... F-139
LAW RESOURCES, INC.
Independent Auditors' Report........................................ F-144
Balance Sheets...................................................... F-145
Statements of Operations............................................ F-146
Statements of Shareholders' Equity.................................. F-147
Statements of Cash Flows............................................ F-148
Notes to Financial Statements....................................... F-149
CONTRACT HEALTH PROFESSIONALS, INC.
Independent Auditors' Report........................................ F-153
Balance Sheets...................................................... F-154
Statements of Operations............................................ F-155
Statements of Shareholders' Equity.................................. F-156
Statements of Cash Flows............................................ F-157
Notes to Financial Statements....................................... F-158
</TABLE>

F-2
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The following unaudited pro forma combined financial statements give effect
to the acquisitions by Work International Corporation ("WORK"), of the
outstanding capital stock of Absolutely Professional Staffing, Inc. and
Affiliate ("Absolutely"), Access Staffing Inc. ("Access"), AIM Staffing, Inc.
("AIM"), BeneTemps, Inc. ("BeneTemps"), The Burnett Companies Consolidated,
Inc. ("Burnett"), Contract Health Professionals, Inc. ("Contract Health"),
Core Personnel, Inc., and Core Personnel of Arlington, Inc. ("Core"), Corelink
Staffing Services, Inc. ("CoreLink"), Law Pros Legal Placement Services, Inc.
("Law Pros"), Law Resources, Inc. ("Law Resources"), Professional Consulting
Network, Inc. ("PCN"), Smith Hanley Associates, Inc. ("Smith Hanley"), Sparks
Personnel Services, Inc., and Affiliates ("Sparks"), Task Management, Inc.
("Task"), TOSI Placement Services Inc. ("TOSI"), and WSI Personnel Services,
Inc. ("WSI"), (together, the "Founding Companies"). WORK and the Founding
Companies are hereinafter referred to as the Company. These acquisitions (the
"Acquisitions") will occur simultaneously with and as a condition of the
closing of WORK's initial public offering (the "Offering") and will be
accounted for using the purchase method of accounting. Sparks has been
identified as the accounting acquiror in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 97 which states that the
combining company which receives the largest portion of voting rights in the
combined corporation is presumed to be the acquiror for accounting purposes.
The unaudited pro forma combined financial statements also give effect to the
issuance of common stock in connection with the Offering and as partial
consideration for the Acquisitions to the sellers of the Founding Companies.
These pro forma combined financial statements are based on the historical
financial statements of the Founding Companies and WORK included elsewhere in
this Prospectus and the estimates and assumptions set forth below and in the
notes to the unaudited pro forma combined financial statements.

The unaudited pro forma combined balance sheet gives effect to the
Acquisitions and the Offering as if they had occurred on June 30, 1998. The
unaudited pro forma combined statements of operations give effect to these
transactions as if they had occurred on January 1, 1997.

WORK has preliminarily analyzed the benefits that it expects will be
realized from reductions in salaries, bonuses and certain benefits to the
owners. To the extent the owners of the Founding Companies have agreed
prospectively to reductions in salary, bonuses and benefits, these reductions
have been reflected in the unaudited pro forma combined statements of
operations. Additionally, reductions in interest expense as the result of the
planned repayment of the preponderance of the Founding Companies' existing
debt have been reflected in the unaudited pro forma combined statements of
operations. With respect to other potential benefits, WORK has not and cannot
quantify these benefits until completion of the combination of the Founding
Companies. It is anticipated that these benefits will be offset by costs
related to WORK's new corporate management and by the costs associated with
being a public company. However, because these costs cannot be accurately
quantified at this time, they have not been included in the unaudited pro
forma financial information of WORK.

The purchase price of the Founding Companies (except Sparks, which is the
accounting acquiror) and WORK has been allocated based on the estimated fair
value of assets acquired and liabilities assumed. The pro forma adjustments
are based on estimates, available information and certain assumptions and may
be revised as additional information becomes available. In the opinion of
management, the final allocation of the purchase price will not materially
differ from these preliminary estimates. The unaudited pro forma combined
financial data presented herein do not purport to represent what the Company's
financial position or results of operations would have actually been had such
events occurred on the assumed dates or to project the Company's financial
position or results of operations for any future period. The unaudited pro
forma combined financial statements should be read in conjunction with the
historical financial statements and notes thereto included elsewhere in this
Prospectus. Also see "Risk Factors" included elsewhere herein.

F-3
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET--JUNE 30, 1998

(IN THOUSANDS)

<TABLE>
<CAPTION>
SPARKS WORK ABSOLUTELY ACCESS CONTRACT LAW LAW
PERSONNEL INTERNATIONAL PROFESSIONAL STAFFING AIM BURNETT BENETEMPS HEALTH CORE CORELINK PROS RESOURCES
--------- ------------- ------------ -------- ---- ------- --------- -------- ------ -------- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents...... $ 1,034 $ 661 $ 107 $ 153 $ $1,521 $164 $ 79 $ 71 $ 90 $363 $
Trade accounts
receivable, net . 3,526 1,713 624 340 5,296 649 232 641 1,089 434 614
Due from
officers.........
Available for
sale securities
at fair value.... 173 349
Prepaid expenses
and other assets. 88 25 86 173 7 262 4 4 15 11 9
------- ------ ------ ------ ---- ------ ---- ---- ------ ------ ---- -----
Total current
assets.......... 4,821 686 1,906 950 347 7,079 817 315 1,076 1,190 797 623
Property and
equipment, net... 314 270 40 29 759 6 21 22 196 78
Receivable from
related parties.. 158 36 137
Other assets..... 1,543 9 98 6 322 2 314 13 7
Goodwill.........
------- ------ ------ ------ ---- ------ ---- ---- ------ ------ ---- -----
Total assets.... $ 5,135 $2,387 $2,185 $1,088 $382 $8,160 $825 $650 $1,134 $1,399 $875 $ 767
======= ====== ====== ====== ==== ====== ==== ==== ====== ====== ==== =====
Accounts payable
and accrued
liabilities...... $ 50 $ 848 $ 368 $ 17 $ 52 $ 221 $ $ $ 21 $ 44 $ 97 $ 59
Accrued payroll
and related
taxes............ 925 68 75 254 25 24 74 366 111
Line of credit... 200 196 375
Notes payable,
current portion.. 98 12 10
Payable to
Founding Company
shareholders.....
Capital lease
obligation,
current portion.. 22
Deferred income
taxes............ 214 255 9 31
Other current
liabilities...... 20 80 13
------- ------ ------ ------ ---- ------ ---- ---- ------ ------ ---- -----
Total current
liabilities..... 995 848 488 499 127 487 25 24 430 606 116 589
Notes payable.... 7
Capital lease
obligation, less
current portion.. 80
Payable to
shareholders..... 87
Other
liabilities...... 239
Common stock..... 1 31 84 25 10 1 16 232 1
Preferred stock..
Additional paid
in capital....... 71 10,940 260
Subscription
receivable--
preferred stock.. (65)
Treasury stock... (1,050) (1,159) (139)
Retained earnings
(deficit)........ 4,752 (9,337) 1,586 1,664 230 7,542 799 539 693 561 752 177
Unrealized gains
in value of
securities....... 128 (5)
------- ------ ------ ------ ---- ------ ---- ---- ------ ------ ---- -----
Total
shareholders'
equity.......... 3,901 1,539 1,617 589 255 7,673 800 539 704 793 752 178
------- ------ ------ ------ ---- ------ ---- ---- ------ ------ ---- -----
Total
liabilities and
shareholders'
equity.......... $ 5,135 $2,387 $2,185 $1,088 $382 $8,160 $825 $650 $1,134 $1,399 $875 $ 767
======= ====== ====== ====== ==== ====== ==== ==== ====== ====== ==== =====
<CAPTION>
PCN
------
<S> <C>
Cash and cash
equivalents...... $ 451
Trade accounts
receivable, net . 2,357
Due from
officers.........
Available for
sale securities
at fair value....
Prepaid expenses
and other assets. 33
------
Total current
assets.......... 2,841
Property and
equipment, net... 163
Receivable from
related parties..
Other assets..... 169
Goodwill.........
------
Total assets.... $3,173
======
Accounts payable
and accrued
liabilities...... $ 609
Accrued payroll
and related
taxes............ 430
Line of credit...
Notes payable,
current portion..
Payable to
Founding Company
shareholders.....
Capital lease
obligation,
current portion.. 15
Deferred income
taxes............
Other current
liabilities...... 32
------
Total current
liabilities..... 1,086
Notes payable....
Capital lease
obligation, less
current portion.. 7
Payable to
shareholders.....
Other
liabilities......
Common stock..... 77
Preferred stock..
Additional paid
in capital.......
Subscription
receivable--
preferred stock..
Treasury stock...
Retained earnings
(deficit)........ 2,003
Unrealized gains
in value of
securities.......
------
Total
shareholders'
equity.......... 2,080
------
Total
liabilities and
shareholders'
equity.......... $3,173
======
</TABLE>

See accompanying notes to unaudited pro forma combined financial statements.

F-4
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET--JUNE 30, 1998--(CONTINUED)

(IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
SMITH TASK TOTAL ACQUISITION PRO FORMA OFFERING AS
HANLEY MANAGEMENT TOSI WSI COMBINED ADJUSTMENTS COMBINED ADJUSTMENTS ADJUSTED
------ ---------- ------ ------ -------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents............. $ 884 $ 110 $ 314 $ 82 $ 6,084 $ (6,084) $ -- $ 1,430 $ 1,430
Trade accounts
receivable, net ........ 3,826 1,521 1,066 1,046 24,974 (13,440) 11,534 11,534
Due from officers....... 308 308 (308) -- --
Available for sale
securities at fair
value................... 522 (522) -- --
Prepaid expenses and
other assets............ 39 239 3 998 998 998
------ ------ ------ ------ ------- -------- --------- -------- ---------
Total current assets... 5,057 1,631 1,619 1,131 32,886 (20,354) 12,532 1,430 13,962
Property and equipment,
net..................... 428 26 51 42 2,445 2,445 -- 2,445
Receivable from related
parties................. 18 349 (191) 158 158
Other assets............ 217 1 2,701 (169) 2,532 (1,543) 989
Goodwill................ 117,403 117,403 117,403
------ ------ ------ ------ ------- -------- --------- -------- ---------
Total assets........... $5,702 $1,658 $1,670 $1,191 $38,381 $ 96,689 $ 135,070 $ (113) $ 134,957
====== ====== ====== ====== ======= ======== ========= ======== =========
Accounts payable and
accrued liabilities..... $3,510 $ 97 $ 62 $ 138 $ 6,193 $ 660 $ 6,853 $ $ 6,853
Accrued payroll and
related taxes........... 229 128 2,709 2,709 2,709
Line of credit.......... 348 1,119 147 1,266 (1,266) --
Notes payable, current
portion................. 90 638 848 (728) 120 (120) --
Payable to Founding
Company shareholders.... -- 66,850 66,850 (66,850) --
Capital lease
obligation, current
portion................. 37 37 37
Deferred income taxes... 50 124 683 683 683
Other current
liabilities............. 1,147 71 1,363 1,363 1,363
------ ------ ------ ------ ------- -------- --------- -------- ---------
Total current
liabilities............ 3,600 1,871 828 333 12,952 66,929 79,881 (68,236) 11,645
Notes payable........... 7 7 (7) --
Capital lease
obligation, less current
portion................. 87 87 87
Payable to shareholders. 87 (87) -- --
Other liabilities....... 239 239 239
Common stock............ 1 1 2 482 (474) 8 6 14
Preferred stock......... -- --
Additional paid in
capital................. 565 4 11,840 43,008 54,848 68,124 122,972
Subscription
receivable--preferred
stock................... (65) 65 -- --
Treasury stock.......... (22) (2,370) 2,370 -- --
Retained earnings
(deficit)............... 1,536 (218) 842 878 14,999 (14,999) -- --
Unrealized gains in
value of securities..... 123 (123) -- -- --
------ ------ ------ ------ ------- -------- --------- -------- ---------
Total shareholders'
equity................. 2,102 (213) 842 858 25,009 29,847 54,856 68,130 122,986
------ ------ ------ ------ ------- -------- --------- -------- ---------
Total liabilities and
shareholders' equity... $5,702 $1,658 $1,670 $1,191 $38,381 $ 96,689 $ 135,070 $ (113) $ 134,957
====== ====== ====== ====== ======= ======== ========= ======== =========
</TABLE>

See accompanying notes to unaudited pro forma combined financial statements.

F-5
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
SPARKS WORK ABSOLUTELY ACCESS CONTRACT LAW
PERSONNEL INTERNATIONAL PROFESSIONAL STAFFING AIM BURNETT BENETEMPS HEALTH CORE CORELINK PROS
--------- ------------- ------------ -------- ------ ------- --------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Service fees.... $14,546 $ $5,904 $3,910 $1,496 $21,278 $2,287 $1,236 $2,331 $5,954 $1,177
Permanent
placement fees . 237 326 44 1,328 91 71 139 150
------- ------- ------ ------ ------ ------- ------ ------ ------ ------ ------
Total revenues.. 14,783 6,230 3,910 1,540 22,606 2,378 1,236 2,402 6,093 1,327
Cost of
services........ 10,567 4,038 2,812 1,030 16,396 1,715 907 1,607 4,608 860
------- ------- ------ ------ ------ ------- ------ ------ ------ ------ ------
Gross profit.... 4,216 2,192 1,098 510 6,210 663 329 795 1,485 467
Selling, general
and
administrative
expenses........ 2,582 1,464 1,360 833 359 4,493 446 202 491 1,208 361
------- ------- ------ ------ ------ ------- ------ ------ ------ ------ ------
Operating income
(loss).......... 1,634 (1,464) 832 265 151 1,717 217 127 304 277 106
Other income
(expense), net.. 37 12 1 16 2 131 4 41 3
Interest
expense......... 23 2 1 13
------- ------- ------ ------ ------ ------- ------ ------ ------ ------ ------
Income (loss)
before taxes.... 1,671 (1,452) 810 281 153 1,846 221 127 344 264 109
Income tax
expense
(benefit)....... 97 129 139 3
------- ------- ------ ------ ------ ------- ------ ------ ------ ------ ------
Net income
(loss).......... $ 1,671 $(1,452) $ 713 $ 152 $ 153 $ 1,846 $ 221 $ 127 $ 205 $ 264 $ 106
======= ======= ====== ====== ====== ======= ====== ====== ====== ====== ======
</TABLE>

See accompanying notes to unaudited pro forma combined financial statements.

F-6
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS--(CONTINUED)

FOR THE SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
LAW SMITH TASK PRO FORMA PRO FORMA
RESOURCES PCN HANLEY MANAGEMENT TOSI WSI TOTAL ADJUSTMENTS COMBINED
--------- ------ ------ ---------- ------ ------ ------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Service fees............ $1,870 $6,337 $3,942 $3,505 $6,052 $3,101 $84,926 $ $ 84,926
Permanent placement fees
........................ 191 1,027 5,135 516 85 62 9,402 9,402
------ ------ ------ ------ ------ ------ ------- ------- ----------
Total revenues.......... 2,061 7,364 9,077 4,021 6,137 3,163 94,328 94,328
Cost of services........ 1,158 5,073 2,852 2,608 4,745 2,175 63,151 63,151
------ ------ ------ ------ ------ ------ ------- ------- ----------
Gross profit............ 903 2,291 6,225 1,413 1,392 988 31,177 31,177
Selling, general and
administrative expenses. 724 1,681 5,418 664 1,399 706 24,391 (922) 23,469
------ ------ ------ ------ ------ ------ ------- ------- ----------
Operating income (loss). 179 610 807 749 (7) 282 6,786 922 7,708
Other income (expense),
net..................... 12 (50) 8 (10) 207 207
Interest expense........ 20 2 61 (57) 4
------ ------ ------ ------ ------ ------ ------- ------- ----------
Income (loss) before
taxes................... 159 620 757 749 1 272 6,932 979 7,911
Income tax expense
(benefit)............... 13 39 167 6 593 3,159 3,752
------ ------ ------ ------ ------ ------ ------- ------- ----------
Net income (loss)....... $ 146 $ 620 $ 718 $ 582 $ (5) $ 272 $ 6,339 $(2,180) $ 4,159
====== ====== ====== ====== ====== ====== ======= ======= ==========
Net income per share--
basic and diluted....... $ .29
==========
Shares used in computing
pro forma net income per
share(1)................ 14,316,327
</TABLE>
- ----

(1) Includes (i) 905,718 shares issued by WORK prior to the Offering, (ii)
6,438,540 shares to be issued as consideration in the Acquisitions; (iii)
513,735 shares issued on the automatic conversion of WORK's Series A
Preferred Stock and Series B Preferred Stock (collectively, the "Preferred
Stock") on completion of this Offering; and (iv) the 6,458,334 shares
being offered hereby.

See accompanying notes to unaudited pro forma combined financial statements.

F-7
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
SPARKS WORK ABSOLUTELY ACCESS CONTRACT LAW
PERSONNEL INTERNATIONAL PROFESSIONAL STAFFING AIM BURNETT BENETEMPS HEALTH CORE CORELINK PROS
--------- ------------- ------------ -------- ------ ------- --------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Service fees..... $26,812 $ -- $ 9,784 $8,557 $2,781 $39,450 $3,940 $2,100 $4,092 $10,947 $3,776
Permanent
placement fees .. 312 625 -- -- 1,751 174 -- 92 220 155
------- ------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Total revenues.. 27,124 -- 10,409 8,557 2,781 41,201 4,114 2,100 4,184 11,167 3,931
Cost of services. 19,604 6,920 6,425 1,863 30,673 3,067 1,512 2,995 8,760 2,703
------- ------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Gross profit.... 7,520 -- 3,489 2,132 918 10,528 1,047 588 1,189 2,407 1,228
Selling, general
and
administrative
expenses......... 4,634 7,886 2,555 1,555 667 8,130 1,060 325 865 2,512 522
------- ------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Operating income
(loss).......... 2,886 (7,886) 934 577 251 2,398 (13) 263 324 (105) 706
Other income
(expense), net... 58 1 9 33 4 122 11 -- (4) (9) (13)
Interest expense. 14 -- 91 1 2 14 -- 18 3 2 5
------- ------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Income (loss)
before taxes..... 2,930 (7,885) 852 609 253 2,506 (2) 245 317 (116) 688
Income tax
expense
(benefit)........ -- 43 253 -- -- -- -- 113 -- 19
------- ------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Net income
(loss)........... $ 2,930 $(7,885) $ 809 $ 356 $ 253 $ 2,506 $ (2) $ 245 $ 204 $ (116) $ 669
======= ======= ======= ====== ====== ======= ====== ====== ====== ======= ======
</TABLE>

See accompanying notes to unaudited pro forma combined financial statements.

F-8
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS--(CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
LAW SMITH TASK PRO FORMA
RESOURCES PCN HANLEY MANAGEMENT TOSI WSI TOTAL ADJUSTMENTS PRO FORMA
--------- ------ ------ ---------- ------ ------ -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Service fees............ $3,218 $9,404 $6,081 $5,528 $9,309 $5,635 $151,414 $ -- $ 151,414
Permanent placement fees
........................ 274 1,882 10,241 739 175 93 16,733 -- 16,733
------ ------ ------ ------ ------ ------ -------- ------- ----------
Total revenues......... 3,492 11,286 16,322 6,267 9,484 5,728 168,147 -- 168,147
Cost of services........ 2,056 7,385 4,551 4,119 7,289 3,872 113,794 -- 113,794
------ ------ ------ ------ ------ ------ -------- ------- ----------
Gross profit........... 1,436 3,901 11,771 2,148 2,195 1,856 54,353 -- 54,353
Selling, general and
administrative expenses. 1,567 3,002 11,047 2,830 1,324 1,624 52,105 (11,100) 41,005
------ ------ ------ ------ ------ ------ -------- ------- ----------
Operating income
(loss)................. (131) 899 724 (682) 871 232 2,248 11,100 13,348
Other income (expense),
net..................... 1 5 16 21 7 6 268 -- 268
Interest expense........ 40 6 3 2 5 206 (199) 7
------ ------ ------ ------ ------ ------ -------- ------- ----------
Income (loss) before
taxes................... (170) 898 737 (663) 873 238 2,310 11,299 13,609
Income tax expense
(benefit)............... (13) 16 152 363 (26) 920 5,814 6,734
------ ------ ------ ------ ------ ------ -------- ------- ----------
Net income (loss)....... $ (157) $ 898 $ 721 $ (815) $ 510 $ 264 $ 1,390 $ 5,485 $ 6,875
====== ====== ====== ====== ====== ====== ======== ======= ==========
Net income per share--
basic and diluted....... $ .48
==========
Shares used in computing
pro forma net income per
share(1)................ 14,316,327
</TABLE>
- ----

(1) Includes (i) 905,718 shares issued by WORK prior to the Offering, (ii)
6,438,540 shares to be issued as consideration in the Acquisitions; (iii)
513,735 shares issued on the automatic conversion of WORK's Preferred
Stock on completion of this Offering; and (iv) the 6,458,334 shares being
offered hereby.

See accompanying notes to unaudited pro forma combined financial statements.

F-9
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

1. GENERAL:

WORK was formed to become a leading domestic and international provider of
diversified staffing and outsourcing solutions and services. WORK conducted no
operations prior to the Offering and will acquire the Founding Companies
simultaneously with and as a condition of the consummation of the Offering.

The historical financial statements represent the financial position and
results of operations of the Founding Companies and were derived from the
respective Founding Companies' financial statements. The periods included in
these financial statements for the individual Founding Companies are as of and
for the six months ended June 30, 1998 and for the year ended December 31,
1997. The historical financial statements included elsewhere herein have been
included in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 80.

2. ACQUISITION OF FOUNDING COMPANIES:

Concurrently with and as a condition to the closing of the Offering, WORK
will acquire all of the outstanding capital stock of the Founding Companies.
The Acquisitions were accounted for using the purchase method of accounting
with Sparks being treated as the accounting acquiror. The following table sets
forth the consideration to be paid (a) in cash and (b) in shares of WORK's
Common Stock to the stockholders of each of the Founding Companies. For
purposes of computing the estimated purchase price for accounting purposes,
the value of the shares has been determined using an estimated fair value of
$10.80 per share, which represents a discount of ten percent from the assumed
initial public offering price of $12.00 per share (the midpoint of the range
of estimated initial public offering prices set forth on the cover page of
this Prospectus) due to restrictions on the sale and transferability of the
shares issued. The estimated purchase price for the Acquisitions is based upon
preliminary estimates and is subject to certain purchase price adjustments at
and following closing. In the opinion of management, the final allocation of
the purchase price will not materially differ from these preliminary
estimates.

F-10
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
COMMON STOCK
-----------------
VALUE
OF
CASH SHARES SHARES
------- --------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Absolutely......................................... $ 7,401 224,746 $ 2,427
Access............................................. 3,771 208,843 2,256
AIM................................................ 866 72,176 779
BeneTemps.......................................... 2,500 216,227 2,335
Burnett............................................ 8,422 1,333,333 14,400
Contract Health.................................... 800 82,369 890
Core............................................... 1,341 111,738 1,207
Corelink........................................... 1,095 365,078 3,943
Law Pros........................................... 2,000 184,314 1,991
Law Resources...................................... 1,006 83,846 905
PCN................................................ 4,820 401,672 4,338
Smith Hanley....................................... 8,500 643,149 6,946
Sparks............................................. 15,000 1,467,978 15,854
Task............................................... 5,357 446,456 4,822
TOSI............................................... 1,400 382,356 4,129
WSI................................................ 2,571 214,259 2,314
------- --------- -------
Total............................................ $66,850 6,438,540 $69,536
======= ========= =======
</TABLE>

F-11
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

3. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS:

(a) Records the S Corporation Distributions of $6.5 million.

(b) Records the distribution of accounts receivable and certain nonoperating
assets and the elimination of assets and liabilities of the Founding Companies
which will not be acquired or assumed in connection with the Acquisitions.

(c) Records the purchase of the Founding Companies for a total purchase
price of $136.4 million, including $30.9 million (cash of $15.0 million and
WORK Common Stock with an aggregate value of $15.9 million determined using an
estimated fair value of $10.80 per share) attributed to Sparks as accounting
acquiror. The entry includes the liability of $66.9 million for the cash
portion of the consideration to be paid to the stockholders of the Founding
Companies in connection with the Acquisitions, the issuance of 6,438,540
shares of WORK Common Stock to the Founding Companies and estimated
acquisition costs of $0.7 million resulting in the creation of $103.7 million
of goodwill after allocating the purchase price to the aggregate assets
acquired and liabilities assumed, excluding Sparks, as shown below. In
addition, goodwill of $13.7 million, determined using an estimated fair value
of $10.80 per share, has been recorded attributable to the shares of WORK
Common Stock issued and outstanding after the automatic conversion of the WORK
Preferred Stock. Based on its initial assessment, management believes that the
historical carrying value of the Founding Companies' assets and liabilities
will approximate fair value and that there are no other identifiable
intangible assets to which any material purchase price can be allocated.

<TABLE>
<CAPTION>
JUNE 30, 1998
--------------
(IN THOUSANDS)
ASSETS
<S> <C>
Cash and equivalents........................................ $ 2,215
Trade accounts receivable................................... 9,887
Prepaid expenses and other assets........................... 910
-------
Total current assets...................................... 13,012
Property and equipment, net................................. 2,131
Receivable from related parties............................. 158
Other assets................................................ 2,532
-------
Total assets.............................................. $17,833
=======
LIABILITIES

Accounts payable............................................ $ 6,143
Accrued payroll and related taxes........................... 1,784
Lines of credit............................................. 3,509
Notes payable, current portion.............................. 120
Capital lease obligation, current portion................... 37
Deferred income taxes....................................... 683
Other current liabilities................................... 1,343
-------
Total current liabilities................................. 13,619
Notes payable............................................... 7
Capital lease obligation, less current portion.............. 87
-------
Total liabilities......................................... $13,713
=======
Net book value............................................ $ 4,120
=======
</TABLE>

F-12
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The following reconciles the combined historical net assets of the Founding
Companies and WORK to the net assets acquired by Sparks (in thousands):

<TABLE>
<CAPTION>
TOTAL LESS: ACQUIRED
COMBINED SPARKS COMPANIES
-------- ------- ---------
<S> <C> <C> <C>
Historical net assets............................. $ 25,009 $(3,901) $ 21,108
S Corporation Distributions....................... (6,502) 1,179 (5,323)
Distribution of certain assets to Founding
Companies........................................ (13,609) 1,879 (11,730)
Other adjustments................................. 65 65
-------- ------- --------
$ 4,963 $ (843) $ 4,120
======== ======= ========
</TABLE>

(d) Records the cash proceeds from the issuance of 6,458,334 shares of
Common Stock, net of estimated offering costs (based on an assumed initial
public offering price of $12.00 per share, the midpoint of the range of
estimated initial public offering prices set forth on the cover page of this
Prospectus). Offering costs primarily consist of underwriting discounts and
commissions, accounting fees, legal fees and printing expenses.

(e) Records the cash portion of the consideration to be paid to the
stockholders of the Founding Companies in connection with the Acquisitions and
the repayment of the preponderance of the Founding Companies' existing debt.

F-13
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The following tables summarize the unaudited pro forma combined balance sheet
adjustments (in thousands):

<TABLE>
<CAPTION>
ACQUISITION OFFERING
(A) (B) (C) ADJUSTMENTS (D) (E) ADJUSTMENTS
------- -------- --------- ----------- -------- -------- -----------
ASSETS

<S> <C> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents............ $(4,112) $ 271 $ (2,243) $ (6,084) $ 69,673 $(68,243) $ 1,430
Trade accounts
receivable, net........ (13,440) (13,440)
Due from officers....... (308) (308)
Available for sale
securities at fair
value.................. (522) (522)
Prepaid expenses and
other assets...........
------- -------- --------- -------- -------- -------- --------
Total current assets... (4,112) (13,999) (2,243) (20,354) 69,673 (68,243) 1,430
Property and equipment,
net....................
Receivable from related
parties................ (191) (191)
Other assets............ (169) (169) (1,543) (1,543)
Goodwill................ 117,403 117,403
------- -------- --------- -------- -------- -------- --------
Total assets........... $(4,112) $(14,359) $ 115,160 $ 96,689 $ 68,130 $(68,243) $ (113)
======= ======== ========= ======== ======== ======== ========
LIABILITIES

Accounts payable and
accrued liabilities.... $ -- $ -- $ (660) $ (660) $ -- $ -- $ --
Accrued payroll and
related taxes..........
Lines of credit......... (2,390) 2,243 (147) 1,266 1,266
Notes payable, current
portion................ 728 728 120 120
Payable to Founding
Company shareholders... (66,850) (66,850) 66,850 66,850
Capital lease
obligation, current
portion................
Deferred income taxes...
Other current
liabilities............
------- -------- --------- -------- -------- -------- --------
Total current
liabilities........... (2,390) 728 (65,267) (66,929) 68,236 68,236
Notes payable........... 7 7
Capital lease
obligation, less
current portion........
Payable to shareholders. 87 87
Other liabilities.......
------- -------- --------- -------- -------- -------- --------
Total liabilities...... (2,390) 815 (65,267) (66,842) 68,243 68,243
Common stock............ 474 474 (6) (6)
Preferred stock.........
Additional paid in
capital................ (43,008) (43,008) (68,124) (68,124)
Subscription
receivable--preferred
stock.................. (65) (65)
Treasury stock.......... (2,370) (2,370)
Retained earnings....... 6,502 13,486 (4,989) 14,999
Unrealized gains in
value of securities.... 123 123
------- -------- --------- -------- -------- -------- --------
Total shareholders'
equity................ 6,502 13,544 (49,893) (29,847) (68,130) (68,130)
------- -------- --------- -------- -------- -------- --------
Total liabilities and
shareholders' equity.. $ 4,112 $ 14,359 $(115,160) $(96,689) $(68,130) $ 68,243 $ 113
======= ======== ========= ======== ======== ======== ========
</TABLE>

F-14
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

4. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS:

Year Ended December 31, 1997

(a) Reflects the reversal of the $7.4 million non-cash compensation charge
related to the issuance of 1,055,718 shares of Common Stock to management and
directors of and consultants to the Company offset by an expected incremental
charge for the recurring portion of salary and administrative expenses of $0.8
million. Also reflects the $7.4 million reduction in salaries, bonuses and
benefits to the owners of the Founding Companies to which they agreed in
connection with the Acquisitions, as detailed in the following table (in
thousands). The employment agreements have a two-year term and provide annual
base salaries of $100,000 to $150,000 as well as other benefits that generally
will be available to other management members of the Company. Management
believes the employment agreements create incentives for the owners of the
Founding Companies to maximize the financial performance of the Company.

<TABLE>
<S> <C>
Historical 1997 Salaries, Bonuses and Benefits...................... $13,754
Prospective 1998 Salaries, Bonuses and Benefits..................... 6,367
-------
Compensation Differential........................................... $ 7,387
=======
</TABLE>

(b) Reflects the amortization of goodwill to be recorded as a result of the
Acquisitions over a 40-year estimated life.

(c) Reflects the reduction in interest expense due to the planned repayment
of existing debt in connection with the Acquisitions.

(d) Reflects the reduction in depreciation expense for the distribution of
certain assets which will not be acquired in the Acquisitions.

(e) Reflects the incremental provision for federal and state income taxes
relating to the statement of operations pro forma adjustments and to reflect
income taxes on S corporation operations as if these entities had been taxable
as C corporations during the periods presented.

The following table summarizes the unaudited pro forma combined statements
of operations adjustments (in thousands):

<TABLE>
<CAPTION>
PRO FORMA
(A) (B) (C) (D) (E) ADJUSTMENTS
-------- ------- ----- ---- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues.................. $ -- $ -- $ -- $ -- $ -- $ --
Cost of sales............. -- -- -- -- -- --
-------- ------- ----- ---- ------- --------
Gross profit.............. -- -- -- -- -- --
Selling, general and
administrative........... (14,023) 2,935 -- (12) -- (11,100)
-------- ------- ----- ---- ------- --------
Income from operations.... 14,023 (2,935) -- 12 -- 11,100
Other income (expense)
Interest expense........ -- -- (199) -- -- (199)
Other income (expense),
net.................... -- -- -- -- -- --
-------- ------- ----- ---- ------- --------
Income before income
taxes.................... 14,023 (2,935) 199 12 -- 11,299
Provision for income
taxes.................... -- -- -- -- 5,814 5,814
-------- ------- ----- ---- ------- --------
Net income................ $ 14,023 $(2,935) $ 199 $ 12 $(5,814) $ 5,485
======== ======= ===== ==== ======= ========
</TABLE>

F-15
<PAGE>

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

5. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS:

Six Months Ended June 30, 1998

(a) Reflects the reduction in salaries, bonuses and benefits to the owners
of the Founding Companies to which they agreed in connection with the
Acquisitions, as detailed in the following table (in thousands). The
employment agreements have a two-year term and provide annual base salaries of
$100,000 to $150,000 as well as other benefits that generally will be
available to other management members of the Company. Management believes the
employment agreements create incentives for the owners of the Founding
Companies to maximize the financial performance of the Company.

<TABLE>
<S> <C>
Historical First Half 1998 Salaries, Bonuses and Benefits............. $5,567
Pro-rata Portion of Prospective 1998 Salaries, Bonuses and Benefits... 3,183
------
Compensation Differential............................................. $2,384
======
</TABLE>

(b) Reflects the amortization of goodwill to be recorded as a result of the
Acquisitions over a 40-year estimated life.

(c) Reflects the reduction in interest expense due to the planned repayment
of existing debt in connection with the Acquisitions.

(d) Reflects the reduction in depreciation expense for the distribution of
certain assets which will not be acquired in the Acquisitions.

The following table summarizes the unaudited pro forma combined statement of
operations adjustments (in thousands):

<TABLE>
<CAPTION>
PRO FORMA
(A) (B) (C) (D) (E) ADJUSTMENTS
------- ------- ---- --- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues..................... $ -- $ -- $ -- $-- $ -- $ --
Cost of sales................ -- -- -- -- -- --
------- ------- ---- --- ------- -------
Gross profit................. -- -- -- -- -- --
Selling, general and
administrative.............. (2,384) 1,468 -- (6) -- (922)
------- ------- ---- --- ------- -------
Income from operations....... 2,384 (1,468) -- 6 -- 922
Other income (expense)
Interest expense........... -- -- (57) -- -- (57)
Other income (expense),
net....................... -- -- -- -- -- --
------- ------- ---- --- ------- -------
Income before income taxes... 2,384 (1,468) 57 6 -- 979
Provision for income taxes... -- -- -- -- 3,159 3,159
------- ------- ---- --- ------- -------
Net income................... $ 2,384 $(1,468) $ 57 $ 6 $(3,159) $(2,180)
======= ======= ==== === ======= =======
</TABLE>

F-16
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Boards of Directors
Sparks Personnel Services, Inc.,
Sparks Associates, Inc., and
Customer Care Solutions, LLC:

We have audited the accompanying combined balance sheets of Sparks Personnel
Services, Inc., Sparks Associates, Inc. and Customer Care Solutions, LLC, as
of December 31, 1996 and 1997, and the related combined statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997. These combined financial statements
are the responsibility of the Companies' managements. Our responsibility is to
express an opinion on these combined 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 combined financial statements referred to above present
fairly, in all material respects, the financial position of Sparks Personnel
Services, Inc., Sparks Associates, Inc. and Customer Care Solutions, LLC as of
December 31, 1996 and 1997 and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 1997,
in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 24, 1998

F-17
<PAGE>

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ JUNE 30,
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............. $ 671,399 $ 1,003,672 $ 1,034,448
Trade accounts receivable, net of
allowance of $130,374, $76,415 and
$144,912, respectively............... 3,521,096 3,603,555 3,525,511
Available-for-sale securities at fair
value................................ 97,496 142,213 172,806
Prepaid expenses and other assets..... 33,173 63,691 88,356
----------- ----------- -----------
Total current assets................ 4,323,164 4,813,131 4,821,121
Property and equipment, net............. 298,352 340,619 313,712
----------- ----------- -----------
Total assets........................ $ 4,621,516 $ 5,153,750 $ 5,134,833
=========== =========== ===========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C> <C>
Current liabilities:
Line of credit........................ $ 200,000 $ -- $ --
Accounts payable...................... 92,899 54,626 50,460
Accrued payroll and related taxes..... 925,445 891,569 925,167
Other current liabilities............. 11,148 23,363 19,301
----------- ----------- -----------
Total current liabilities........... 1,229,492 969,558 994,928
----------- ----------- -----------
Other liabilities..................... 22,747 220,104 239,349
Shareholders' equity:
Sparks Personnel Services, Inc. common
stock, $1 par value; 1,000 shares au-
thorized, 46 shares issued and out-
standing............................. 46 46 46
Sparks Associates, Inc. common stock,
$1 par value; 1,000 shares autho-
rized, 90 shares issued and outstand-
ing.................................. 90 90 90
Customer Care Solutions, LLC members'
equity............................... 70,000 70,000 70,000
Additional paid-in capital............ 1,000 1,000 1,000
Treasury stock........................ (1,050,000) (1,050,000) (1,050,000)
Retained earnings..................... 4,291,731 4,845,079 4,751,881
Unrealized gains in value of avail-
able-for-sale securities............. 56,410 97,873 127,539
----------- ----------- -----------
Total shareholders' equity.......... 3,369,277 3,964,088 3,900,556
----------- ----------- -----------
Total liabilities and shareholders'
equity............................. $ 4,621,516 $ 5,153,750 $ 5,134,833
=========== =========== ===========
</TABLE>

See accompanying notes to combined financial statements.

F-18
<PAGE>

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------------ ------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Service fees.......... $15,719,219 $22,451,356 $26,812,361 $13,397,869 $14,546,245
Permanent placement
fees................. 57,738 192,958 311,562 145,191 236,578
----------- ----------- ----------- ----------- -----------
Revenues from
services........... 15,776,957 22,644,314 27,123,923 13,543,060 14,782,823
Cost of services...... 11,248,728 16,597,926 19,603,708 9,774,234 10,566,787
----------- ----------- ----------- ----------- -----------
Gross profit........ 4,528,229 6,046,388 7,520,215 3,768,826 4,216,036
Selling, general and
administrative ex-
pense................ 2,831,507 3,802,093 4,634,171 2,173,037 2,582,089
----------- ----------- ----------- ----------- -----------
Operating income.... 1,696,722 2,244,295 2,886,044 1,595,789 1,633,947
Other income (expense):
Interest expense...... -- (2,795) (13,460) (7,489) --
Other income ......... 43,442 54,448 57,719 13,376 36,938
----------- ----------- ----------- ----------- -----------
Net income.......... $ 1,740,164 $ 2,295,948 $ 2,930,303 $ 1,601,676 $ 1,670,885
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to combined financial statements.

F-19
<PAGE>

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
UNREALIZED
SPARKS PERSONNEL SPARKS ASSOCIATES, GAINS IN
SERVICES, INC. INC. CUSTOMER CARE VALUE OF
COMMON STOCK COMMON STOCK SOLUTIONS, ADDITIONAL AVAILABLE-
------------------ --------------------- LLC MEMBERS' PAID-IN TREASURY RETAINED FOR-SALE
SHARE AMOUNT SHARES AMOUNT EQUITY CAPITAL STOCK EARNINGS SECURITIES
-------- -------- --------- --------- ------------- ---------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31,
1994........... 46 $ 46 90 $ 90 $ $1,000 $(1,050,000) $2,455,619 $ 20,896
Net income...... -- -- -- -- -- -- -- 1,740,164 --
Shareholder
distributions -- -- -- -- -- -- -- (500,000) --
Unrealized gain
on investments. -- -- -- -- -- -- -- -- 43,033
-------- -------- --------- --------- ------- ------ ------------ ---------- --------
Balance,
December 31,
1995........... 46 46 90 90 -- 1,000 (1,050,000) 3,695,783 63,929
Shareholder
contributions.. -- -- -- -- 70,000 -- -- -- --
Net income...... -- -- -- -- -- -- -- 2,295,948 --
Shareholder
distributions.. -- -- -- -- -- -- -- (1,700,000) --
Unrealized loss
on investments. -- -- -- -- -- -- -- -- (7,519)
-------- -------- --------- --------- ------- ------ ------------ ---------- --------
Balance,
December 31,
1996........... 46 46 90 90 70,000 1,000 (1,050,000) 4,291,731 56,410
Net income...... -- -- -- -- -- -- -- 2,930,303 --
Shareholder
distributions.. -- -- -- -- -- -- -- (2,376,955) --
Unrealized gain
on investments. -- -- -- -- -- -- -- -- 41,463
-------- -------- --------- --------- ------- ------ ------------ ---------- --------
Balance,
December 31,
1997........... 46 $ 46 90 $ 90 $70,000 $1,000 $ (1,050,000) $4,845,079 $ 97,873
Net income
(unaudited).... -- -- -- -- -- -- -- 1,670,885 --
Shareholder
distributions
(unaudited).... -- -- -- -- -- -- -- (1,764,083) --
Unrealized gain
on investments
(unaudited).... -- -- -- -- -- -- -- -- 29,666
-------- -------- --------- --------- ------- ------ ------------ ---------- --------
Balance, June
30, 1998
(unaudited).... 46 $ 46 90 $ 90 $70,000 $1,000 $ (1,050,000) $4,751,881 $127,539
======== ======== ========= ========= ======= ====== ============ ========== ========
<CAPTION>
TOTAL
-----------
<S> <C>
Balance,
December 31,
1994........... $1,427,651
Net income...... 1,740,164
Shareholder
distributions (500,000)
Unrealized gain
on investments. 43,033
-----------
Balance,
December 31,
1995........... 2,710,848
Shareholder
contributions.. 70,000
Net income...... 2,295,948
Shareholder
distributions.. (1,700,000)
Unrealized loss
on investments. (7,519)
-----------
Balance,
December 31,
1996........... 3,369,277
Net income...... 2,930,303
Shareholder
distributions.. (2,376,955)
Unrealized gain
on investments. 41,463
-----------
Balance,
December 31,
1997........... $3,964,088
Net income
(unaudited).... 1,670,885
Shareholder
distributions
(unaudited).... (1,764,083)
Unrealized gain
on investments
(unaudited).... 29,666
-----------
Balance, June
30, 1998
(unaudited).... $3,900,556
===========
</TABLE>

See accompanying notes to combined financial statements.

F-20
<PAGE>

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEARS ENDED DECEMBER 31, 30,
------------------------------------ ------------------------
1995 1996 1997 1997 1998
---------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operat-
ing activities:
Net income........... $1,740,164 $ 2,295,948 $ 2,930,303 $ 1,601,676 $ 1,670,885
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation....... 57,000 79,126 122,780 42,073 56,683
Change in operating
assets and
liabilities:
Trade accounts
receivable....... (855,252) (1,269,505) (82,459) 568,375 78,044
Prepaid expenses
and other assets. (11,120) (842) (30,518) (30,288) (24,640)
Accounts payable
and accrued
liabilities...... (165,403) 599,139 (59,934) (122,653) 25,370
Other liabilities. -- 22,747 197,356 97,938 19,245
---------- ----------- ----------- ----------- -----------
Net cash provided
by operating
activities...... 765,389 1,726,613 3,077,528 2,157,121 1,825,587
---------- ----------- ----------- ----------- -----------
Cash flows from
investing activities:
Purchase of property
and equipment....... (76,984) (273,133) (194,408) (72,418) (29,776)
Disposal of property
and equipment....... 55,951 14,782 29,362 29,362 --
Purchase of
investments......... (2,933) (3,115) (3,254) -- (952)
---------- ----------- ----------- ----------- -----------
Net cash used in
investing
activities...... (23,966) (261,466) (168,300) (43,056) (30,728)
---------- ----------- ----------- ----------- -----------
Cash flows from
financing activities:
Proceeds on line of
credit.............. -- 200,000 -- -- --
Principal payments on
line of credit...... -- -- (200,000) (200,000) --
Shareholder
distributions....... (500,000) (1,700,000) (2,376,955) (1,464,835) (1,764,083)
Customer Care
Solutions, LLC
members
contributions....... -- 70,000 -- -- --
---------- ----------- ----------- ----------- -----------
Net cash used in
financing
activities...... (500,000) (1,430,000) (2,576,955) (1,664,835) (1,764,083)
---------- ----------- ----------- ----------- -----------
Net increase in cash
and cash equivalents.. 241,423 35,147 332,273 449,230 30,776
Cash and cash
equivalents at
beginning of period... 394,829 636,252 671,399 671,399 1,003,672
---------- ----------- ----------- ----------- -----------
Cash and cash
equivalents at end of
period................ $ 636,252 $ 671,399 $ 1,003,672 $ 1,120,629 $ 1,034,448
========== =========== =========== =========== ===========
Supplemental disclosure
of cash flow
information--cash paid
during the period for
interest.............. $ -- $ 1,075 $ 10,065 $ 8,436 $ --
========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to combined financial statements.

F-21
<PAGE>

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Sparks Personnel Services, Inc., Sparks Associates, Inc. and Customer Care
Solutions, LLC (collectively "the Company") were incorporated in the state of
Maryland in 1970, 1972 and 1996, respectively. The Company is under common
control. As common control exists among the entities, combined financial
statements are presented. The Company specializes in the temporary and
permanent placement of personnel to businesses, professional service
organizations, health care facilities and government agencies located
primarily in Maryland, Virginia and Washington, DC.

The accompanying combined financial statements include the accounts of
Sparks Personnel Services, Inc., Sparks Associates, Inc. and Customer Care
Solutions, LLC. All significant intercompany accounts and transactions have
been eliminated in order to present the combined financial statements of the
Company.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The interim financial statements as of June 30, 1998, and for the six months
ended June 30, 1997 and 1998, are unaudited, and certain information and
footnote disclosures, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been omitted.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the financial position,
results of operations and cash flows with respect to the interim financial
statements have been included. The results of operations for the interim
periods are not necessarily indicative of the results for the entire fiscal
year.

Use of Estimates

The preparation of combined financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the combined financial
statements and accompanying notes. Actual results could differ from those
estimates.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying combined financial statements. The Company periodically
evaluates the creditworthiness of its customers' financial condition to
determine credit to be extended and to determine the adequacy of the allowance
for bad debts. Historically, bad debts have not been significant.

The Company's ability to collect amounts due from customers could be
affected by economic fluctuations in its markets or industries.

F-22
<PAGE>

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Property and Equipment

The cost of property and equipment is depreciated over the estimated useful
lives of the related assets using an accelerated method. The estimated useful
lives of property and equipment for purposes of computing depreciation range
from three to seven years.

Investment Securities

Investment securities, classified as available-for-sale, consist principally
of marketable equity securities. Such securities are recorded at fair value;
and unrealized holding gains and losses are excluded from operations and are
reported as a separate component of shareholders' equity until realized.
Realized gains and losses, which were insignificant for the periods presented,
are determined on a specific identification basis. Dividend income is
recognized when earned.

Income Taxes

For federal and state income tax reporting purposes, the Company has elected
to be taxed as an S corporation and a limited liability company under the
Internal Revenue Code and, accordingly, all tax attributes of the Company pass
through to its shareholders, except for income earned in the District of
Columbia. Therefore, no provision for federal or state income taxes is
reflected in the accompanying financial statements. The District of Columbia
does not recognize the S corporation filing status. Accordingly, a provision
for income taxes payable to the District of Columbia for income earned in the
District is included in operating costs and expenses in the statements of
operations. Such amounts, including deferred tax effects, were insignificant
for all the periods presented.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

F-23
<PAGE>

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, trade accounts receivable,
line of credit and accounts payable approximate their fair values due to the
short-term maturities of these instruments. Available-for-sale securities are
carried at fair value.

Newly Adopted Accounting Standards

In June 1997, Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income was issued. This statement establishes standards for
reporting and displaying comprehensive income and its components in a
financial statement that is displayed with the same prominence as other
financial statements. Reclassification of the financial statements for earlier
periods, provided for comparative purposes, is required. The statement also
requires the accumulated balance of other comprehensive income to be displayed
separately in the equity section of the balance sheet. This statement is
effective for fiscal years beginning after December 15, 1997. Total
comprehensive income for the periods ended June 30, 1997 and 1998 was
$1,613,218 and $1,700,551, respectively.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and fixtures......................... $219,663 $278,404 $288,256
Computer equipment............................. 342,301 454,301 471,050
Leasehold improvements......................... 2,463 5,592 8,767
Automobiles.................................... 127,426 104,525 104,525
-------- -------- --------
691,853 842,822 872,598
Less--accumulated depreciation................. 393,501 502,203 558,886
-------- -------- --------
$298,352 $340,619 $313,712
======== ======== ========
</TABLE>

(4)LINES OF CREDIT

Sparks Personnel Services, Inc. maintained a revolving line of credit of
$250,000. Borrowings made under this arrangement bore interest at prime. The
line was secured by the business assets of Sparks Personnel Services, Inc. and
the personal property of its shareholder. The line expired in 1997.

Customer Care Solutions, LLC, maintained a revolving line of credit of
$400,000 in 1996 and 1997. Borrowings made under this arrangement bear
interest at prime (8.5% at December 31, 1997). The line is secured by the
business assets of Customer Care Solutions, LLC and the personal property of
its shareholders. The amounts outstanding at December 31, 1996 and 1997 were
$200,000 and $-0-, respectively.

F-24
<PAGE>

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(5) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases (except
those with lease terms of a month or less that were not renewed) for 1995, 1996
and 1997 were approximately $187,489, $238,163 and $309,869, respectively.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998.......................................................... $ 331,028
1999.......................................................... 325,932
2000.......................................................... 208,866
2001.......................................................... 193,967
2002.......................................................... 136,891
Later years, through 2004..................................... 157,032
----------
Total minimum lease payments.................................. $1,353,716
==========
</TABLE>

(6) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which all
shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-25
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Work International Corporation:

We have audited the accompanying balance sheet of Work International
Corporation as of December 31, 1997, and the related statements of operations,
shareholders' equity and cash flows for the period from September 4, 1997
(inception) through December 31, 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 audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the 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 audit provides 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 Work International
Corporation as of December 31, 1997, and the results of its operations and its
cash flows for the period from September 4, 1997 (inception) through December
31, 1997, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
July 10, 1998

F-26
<PAGE>

WORK INTERNATIONAL CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
ASSETS 1997 1998
------ ------------ -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents.......................... $ 554,921 $ 660,621
Prepaid expenses................................... -- 25,000
Subscription receivable............................ 117,975 --
----------- -----------
Total current assets............................. 672,896 685,621
Due from related parties............................. 18,296 158,474
Deferred offering costs.............................. 15,291 1,543,369
----------- -----------
Total assets..................................... $ 706,483 $ 2,387,464
=========== ===========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable................................... $ 2,419 $ 4,117
Accrued expenses................................... 174,008 845,340
----------- -----------
Total liabilities................................ 176,427 849,457
----------- -----------
Shareholders' equity:
Common stock, $.001 par value; 20,000,000 shares
authorized, 905,718 issued and outstanding........ 906 906
Preferred stock--Series A, $.001 par value;
5,000,000 shares authorized, 1,000 issued and out-
standing.......................................... 1 1
Preferred stock--Series B, $.001 par value;
5,000,000 shares authorized, none issued in 1997;
2,500 issued and outstanding at June 30, 1998..... -- 3
Additional paid-in capital......................... 8,439,568 10,939,565
Retained deficit................................... (7,885,419) (9,337,468)
Subscriptions receivable--preferred stock.......... (25,000) (65,000)
----------- -----------
Total shareholders' equity....................... 530,056 1,538,007
----------- -----------
Total liabilities and shareholders' equity....... $ 706,483 $ 2,387,464
=========== ===========
</TABLE>

See accompanying notes to financial statements.

F-27
<PAGE>

WORK INTERNATIONAL CORPORATION

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SEPTEMBER 4,
1997
(INCEPTION) SIX MONTHS
THROUGH ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Selling, general and administrative expenses........ $ 7,886,481 $ 1,463,769
----------- -----------
Operating loss.................................. (7,886,481) (1,463,769)
Interest income..................................... 1,062 11,720
----------- -----------
Net loss........................................ $(7,885,419) $(1,452,049)
=========== ===========
</TABLE>

See accompanying notes to financial statements.

F-28
<PAGE>

WORK INTERNATIONAL CORPORATION

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
PREFERRED STOCK
---------------------------
COMMON STOCK SERIES A SERIES B ADDITIONAL
-------------- ------------- ------------- SUBSCRIPTIONS PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT RECEIVABLE CAPITAL DEFICIT TOTAL
------- ------ ------ ------ ------ ------ ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, September 4,
1997 (inception)....... -- $ -- -- $-- -- $-- $ -- $ -- $ -- $ --
Issuance of management
and consultant shares.. 905,718 906 -- -- -- -- -- 7,439,569 -- 7,440,475
Issuance and
subscription of
preferred stock--Series
A...................... -- -- 1,000 1 -- -- (25,000) 999,999 -- 975,000
Net loss................ -- -- -- -- -- -- -- (7,885,419) (7,885,419)
------- ---- ----- --- ----- --- -------- ----------- ----------- -----------
Balance, December 31,
1997................... 905,718 906 1,000 1 -- -- (25,000) 8,439,568 (7,885,419) 530,056
Issuance and
subscription of
preferred stock--Series
B (unaudited).......... -- -- -- -- 2,500 3 (40,000) 2,499,997 -- 2,460,000
Net loss (unaudited).... -- -- -- -- -- -- -- -- (1,452,049) (1,452,049)
------- ---- ----- --- ----- --- -------- ----------- ----------- -----------
Balance, June 30, 1998
(unaudited)............ 905,718 $906 1,000 $ 1 2,500 $ 3 $(65,000) $10,939,565 $(9,337,468) $ 1,538,007
======= ==== ===== === ===== === ======== =========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-29
<PAGE>

WORK INTERNATIONAL CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SEPTEMBER 4,
1997
(INCEPTION) SIX MONTHS
THROUGH ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................ $(7,885,419) $(1,452,049)
Adjustments to reconcile net loss to net cash used
in operating activities:
Compensation expense related to issuance of common
stock to management and consultants............... 7,437,500 --
Change in operating assets and liabilities:
Prepaid expenses.................................. -- (25,000)
Due from related parties.......................... (18,296) (140,178)
Accounts payable and accrued expenses............. 176,427 253,404
----------- -----------
Net cash used in operating activities............ (289,788) (1,363,823)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock.............. -- 2,975
Proceeds from issuance of preferred stock........... 860,000 2,575,000
Deferred offering costs............................. (15,291) (1,108,452)
----------- -----------
Net cash provided by financing activities........ 844,709 1,469,523
----------- -----------
Net increase in cash and cash equivalents............ 554,912 105,700
Cash and cash equivalents at beginning of period..... -- 554,921
----------- -----------
Cash and cash equivalents at end of period........... $ 554,921 $ 660,621
=========== ===========
Noncash financing activities--subscription of stock.. $ 142,975 $ 40,000
=========== ===========
</TABLE>

See accompanying notes to financial statements.

F-30
<PAGE>

WORK INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIOD ENDED JUNE 30, 1998 IS
UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Work International Corporation (Work or the Company), a Texas corporation
was founded in September 1997 to become a leading domestic and international
provider of diversified staffing and outsourcing solutions and services. The
Company has signed definitive agreements to acquire sixteen businesses (the
Acquisitions), all of which are to close simultaneously with and as a
condition of the consummation of an initial public offering (the Offering) of
its common stock and subsequent to the Offering, continue to acquire similar
companies to expand its national operations. Consideration for the
Acquisitions will be cash of $66,850,000 and 6,438,540 shares of Common Stock.

All of the Company's activities to date relate to the Offering and the
Acquisitions. The Company has not yet conducted any operations relative to its
ultimate intended purpose. The Company is dependent upon the Offering to
execute the pending Acquisitions. There is no assurance that the pending
Acquisitions discussed below will be completed or that the Company will be
able to generate future operating revenue. The Company has an absence of a
combined operating history and future success is dependent upon a number of
factors which include, among others, the ability to integrate operations,
reliance on the identification and integration of satisfactory acquisition
candidates, reliance on acquisition financing, the ability to manage growth
and attract and retain quality management.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The interim financial statements as of June 30, 1998, and for the six months
then ended, are unaudited, and certain information and footnote disclosures,
normally included in financial statements prepared in accordance with
generally accepted accounting principles, have been omitted. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to fairly present the financial position, results of operations and
cash flows with respect to the interim financial statements have been
included. The results of operations for the interim periods are not
necessarily indicative of the results for the entire fiscal year.

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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with original maturities of three months or
less to be cash equivalents. There were no cash payments for interest or
income taxes in 1997 or in the six months ended June 30, 1998.

Income Taxes

The Company has adopted the liability method of accounting for income taxes
in accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Under this method deferred income taxes are
recorded for temporary differences based upon differences between the
financial reporting and tax bases of assets and liabilities and net operating
loss carryforwards and are measured using the enacted tax rates and laws that
will be in effect when the temporary differences are expected to be recovered
or settled.

F-31
<PAGE>

WORK INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

As of December 31, 1997 and June 30, 1998, the Company had gross deferred
tax assets of approximately $152,000 and $645,000, respectively, related
primarily to a net operating loss carryforward and deferred acquisition and
start up costs. A valuation allowance has been established to fully offset
such deferred tax asset due to the uncertainty of realization. Accordingly, no
income tax benefit has been recorded for the losses incurred.

Stock Subscription Receivable

The Company recognizes subscription receivables as current assets for
amounts that have been collected in cash prior to the publication of the
applicable financial statements. The subscription receivable recognized as a
current asset at December 31, 1997 was subsequently collected.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, subscription receivable
and accounts payable approximate their fair values due to the short-term
maturities of the instruments.

The fair value of due from related parties could not be obtained without
incurring excessive costs due to the nature of such instruments.

(3) SHAREHOLDERS' EQUITY

Common Stock

The Company is authorized to issue 20 million shares of common stock, $.001
par value. During the period ended December 31, 1997 the Company entered into
subscription agreements with management and consultants to the Company whereby
shares of common stock could be purchased for an aggregate of $2,975. These
subscriptions have been fully funded. The Company recorded a nonrecurring,
noncash compensation charge of $7.4 million in the period ended December 31,
1997 representing the difference between the amount paid for the shares and
the estimated fair value of the shares at that time.

Work effected a 1.995192-for-one reverse split in July 1998 for each share
of Common Stock then outstanding. The effects of the Common Stock split has
been retroactively reflected on the balance sheet, statement of shareholders'
equity and in the accompanying notes.

Preferred Stock

The Company is authorized to issue up to 5 million shares of preferred
stock, par value $.001 per share, in one or more series. There were 1,000
shares of Series A preferred stock issued at December 31, 1997 and June 30,
1998. As of December 31, 1997 and June 30, 1998, there were -0- and 2,500
shares of Series B preferred stock issued, respectively.

Series A Preferred Stock

During the period from inception of the Company to December 31, 1997,
pursuant to subscription agreements the Company agreed to issue 1,000 shares
of Series A Preferred Stock at $1,000 per share. The Company subsequently
received subscription payments of $975,000 and accepted a $25,000 note from a
principal of Bollard (see note 6) for the balance outstanding under the
subscription agreements. The note is non interest bearing and is payable on or
before the date of the Offering. Each share of the Series A Preferred Stock is
convertible at the holders' option into approximately 200 shares of common
stock and is automatically convertible into common stock immediately upon the
closing of the Offering.

F-32
<PAGE>

WORK INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Series B Preferred Stock

During March 1998, pursuant to subscription agreements the Company agreed to
issue 2,450 shares of Series B Preferred Stock at $1,000 per share. The
Company subsequently received payments of $2,410,000 and accepted a $40,000
note from a principal of Bollard (see note 6) for the balance outstanding
under the subscription agreements. The note is non interest bearing and is
payable on or before the date of the Offering. During April 1998 the Company
issued an additional 50 shares of Series B Preferred Stock at $1,000 per
share. Each share of the Series B Preferred Stock is convertible at the
holders' option into approximately 125 shares of common stock and is
automatically convertible into common stock immediately upon the closing of
the Offering.

(4) INCOME TAXES

There is no federal income tax provision as losses were incurred and a
valuation allowance has been established against future benefits that may be
derived from the carryforward of these losses.

(5) COMMITMENTS

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31,
--------------------------
<S> <C>
1998............................................................ $100,535
1999............................................................ 118,453
2000............................................................ 118,453
2001............................................................ 17,917
--------
Total minimum lease payments.................................. $355,358
========
</TABLE>

(6) RELATED PARTY TRANSACTIONS

The Directors of the Company are principals of Bollard Group, L.L.C.
("Bollard"). Bollard has entered into an agreement with WORK to provide
services related to facilitating and completing the Offering. In consideration
of those services, Bollard will be reimbursed for its expenses and will be
paid a fee of $775,000 from the proceeds of the Offering. Bollard also entered
into an agreement with WORK on April 1, 1998 whereby Bollard has agreed to
provide management and administrative services to WORK relating to the
Offering, for which Bollard is paid a monthly fee of $30,000 and reimbursement
of reasonable out-of-pocket expenses. This agreement terminates on the closing
of the Offering. Effective on completion of the Offering, Bollard has agreed
to provide services to the Company, as requested, on a non-exclusive basis for
two years relating to future acquisition transactions involving the Company,
including the identification of potential acquisition candidates, due
diligence and valuation of these candidates, and negotiation of acquisition
agreements. Under this agreement, Bollard will receive a monthly fee of
$10,000 and reimbursement of reasonable out-of-pocket expenses, and will be
paid a transaction fee upon consummation of any acquisition identified by
Bollard to the Company, which fee is based on an agreed to percentage of the
value of the acquisition. The monthly fees and reimbursement of expenses will
be credited against fees earned by Bollard on acquisitions. Bollard has also
agreed to advance WORK up to $500,000 to fund operating expenses of WORK prior
to the completion of the Offering. Such advances do not bear interest and are
payable on the earlier to occur of the completion of the Offering or the
termination of the definitive agreements regarding the Acquisitions. The
Company and Bollard share office and general and administrative support
services. Through December 31, 1997 and June 30, 1998, the Company has
incurred costs on behalf of Bollard of $18,296 and $158,474, respectively. In
July 1998, the principals of Bollard resigned as directors of the Company.

F-33
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
The Burnett Companies Consolidated, Inc.:

We have audited the accompanying balance sheets of The Burnett Companies
Consolidated, Inc. as of December 28, 1996 and December 27, 1997, and the
related statements of earnings, changes in stockholders' equity and cash flows
for each of the fifty-two week periods in the three-year period ended December
27, 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Burnett Companies
Consolidated, Inc. at December 28, 1996 and December 27, 1997, and the results
of its operations and its cash flows for each of the fifty-two week periods in
the three-year period ended December 27, 1997, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 12, 1998

F-34
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 27, JUNE 30,
ASSETS 1996 1997 1998
------ ------------ ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.............. $ 436,863 $1,860,588 $1,520,900
Trade accounts receivable, net of
allowance of $30,000.................. 4,003,880 4,869,987 5,295,868
Other receivables...................... -- 20,047 31,142
Prepaid expenses and other............. 164,434 130,685 230,420
---------- ---------- ----------
Total current assets................. 4,605,177 6,881,307 7,078,330
Property and equipment, net.............. 795,707 771,297 759,343
Other assets............................. 306,164 529,996 322,185
---------- ---------- ----------
$5,707,048 $8,182,600 $8,159,858
========== ========== ==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Current liabilities:
Current installments of long-term debt. $ 146,054 $ 84,762 $ 12,171
Accrued payroll costs.................. 94,895 210,585 254,241
Accounts payable and other accrued
liabilities........................... 145,001 588,939 221,340
---------- ---------- ----------
Total current liabilities............ 385,950 884,286 487,752
---------- ---------- ----------
Long-term debt, less current
installments............................ 84,762 -- --
Stockholders equity:
Common stock, $.01 par value; 1,000,000
shares authorized and issued.......... 10,000 10,000 10,000
Treasury stock, 10,000 shares in 1997
and 1998.............................. -- (139,459) (139,459)
Additional paid-in capital............. 259,506 259,506 259,506
Retained earnings...................... 4,966,830 7,168,267 7,542,059
---------- ---------- ----------
Total stockholders equity............ 5,236,336 7,298,314 7,672,106
Commitments and contingencies............
---------- ---------- ----------
$5,707,048 $8,182,600 $8,159,858
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-35
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEARS ENDED 30,
---------------------------------------- ------------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27,
1995 1996 1997 1997 1998
------------ ------------ ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Service fees.......... $22,856,845 $29,176,027 $39,450,106 $19,060,956 $21,277,730
Permanent placement
fees................. 1,014,650 1,201,679 1,751,310 751,165 1,328,310
----------- ----------- ----------- ----------- -----------
Revenues from
services........... 23,871,495 30,377,706 41,201,416 19,812,121 22,606,040
Cost of services........ 17,405,147 22,152,311 30,672,682 14,831,753 16,395,622
----------- ----------- ----------- ----------- -----------
Gross profit........ 6,466,348 8,225,395 10,528,734 4,980,368 6,210,418
Selling, general and
administrative
expenses............... 5,703,143 6,570,465 8,130,151 3,773,808 4,492,727
----------- ----------- ----------- ----------- -----------
Operating income.... 763,205 1,654,930 2,398,583 1,206,560 1,717,691
Other income (expense):
Interest and other
income............... 41,756 54,707 121,621 57,647 130,664
Interest expense...... (17,770) (25,780) (13,779) (8,366) (2,344)
----------- ----------- ----------- ----------- -----------
Net income.......... $ 787,191 $ 1,683,857 $ 2,506,425 $ 1,255,841 $ 1,846,011
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-36
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON TREASURY PAID-IN RETAINED STOCKHOLDERS'
STOCK STOCK CAPITAL EARNINGS EQUITY
------- --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Balances at December 31,
1994................... $10,000 $ -- $259,506 $3,239,282 $3,508,788
Distributions to
stockholders........... -- -- -- (428,000) (428,000)
Net income.............. -- -- -- 787,191 787,191
------- --------- -------- ---------- ----------
Balances at December 30,
1995................... 10,000 -- 259,506 3,598,473 3,867,979
Distributions to
stockholders........... -- -- -- (315,500) (315,500)
Net income.............. -- -- -- 1,683,857 1,683,857
------- --------- -------- ---------- ----------
Balances at December 28,
1996................... 10,000 -- 259,506 4,966,830 5,236,336
Distributions to
stockholders........... -- -- -- (304,988) (304,988)
Purchase of treasury
stock.................. -- (139,459) -- -- (139,459)
Net income.............. -- -- -- 2,506,425 2,506,425
------- --------- -------- ---------- ----------
Balances at December 27,
1997................... 10,000 (139,459) 259,506 7,168,267 7,298,314
Distributions to
stockholders
(unaudited)............ -- -- -- (1,472,219) (1,472,219)
Net income (unaudited).. -- -- -- 1,846,011 1,846,011
------- --------- -------- ---------- ----------
Balances at June 30,
1998 (unaudited)....... $10,000 $(139,459) $259,506 $7,542,059 $7,672,106
======= ========= ======== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-37
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED JUNE 30,
--------------------------------------- --------------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27,
1995 1996 1997 1997 1998
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net income............. $ 787,191 $ 1,683,857 $2,506,425 $ 1,255,841 $ 1,846,011
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization of
property and
equipment............ 194,364 251,592 370,288 176,801 185,747
Other amortization.... -- 12,435 16,580 8,290 8,291
Provision for
(recovery of)
uncollectible notes
receivable........... 100,000 (9,543) -- -- --
(Gain) loss on sale of
equipment............ 17,278 2,056 -- -- (45)
Change in operating
assets and
liabilities:
Trade accounts
receivable.......... (507,969) (1,224,703) (866,107) (690,834) (425,881)
Other receivables.... 34,719 42,424 (20,047) (7,902) (11,095)
Prepaid expenses and
other assets........ (35,615) (60,264) (1,538) (115,949) (105,340)
Accrued payroll
costs............... 80,939 8,483 115,690 197,044 43,656
Accounts payable and
other accrued
liabilities......... 12,512 (5,712) 443,938 266,336 (367,599)
--------- ----------- ---------- ------------ ------------
Net cash provided by
operating
activities......... 683,419 700,625 2,565,229 1,089,627 1,173,745
--------- ----------- ---------- ------------ ------------
Cash flows from
investing activities:
Purchases of property
and equipment......... (339,681) (463,733) (345,878) (209,944) (265,772)
Cash paid for
acquisitions.......... -- (281,706) -- -- --
Proceeds from sale of
equipment............. 29,079 6,073 -- -- 45
Additions to receivable
from stockholders..... -- -- (205,125) -- --
Additions to notes
receivable............ (127,078) -- -- -- --
Payment of notes
receivable............ 16,243 20,378 -- -- --
--------- ----------- ---------- ------------ ------------
Net cash used in
investing
activities......... (421,437) (718,988) (551,003) (209,944) (265,727)
--------- ----------- ---------- ------------ ------------
Cash flows from
financing activities:
Payments of long-term
debt.................. (197,764) (146,053) (146,054) (73,027) (72,591)
Proceeds from issuance
of long-term debt..... 438,161 -- -- -- --
Purchase of treasury
stock................. -- -- (139,459) (139,459) --
Distributions to
stockholders.......... (428,000) (315,500) (304,988) (160,113) (1,175,115)
--------- ----------- ---------- ------------ ------------
Net cash used in
financing
activities......... (187,603) (461,553) (590,501) (372,599) (1,247,706)
--------- ----------- ---------- ------------ ------------
Net increase
(decrease) in cash
and cash
equivalents........ 74,379 (479,916) 1,423,725 507,084 (339,688)
Cash and cash
equivalents at
beginning of period.... 842,400 916,779 436,863 436,863 1,860,588
--------- ----------- ---------- ------------ ------------
Cash and cash
equivalents at end of
period................. $ 916,779 $ 436,863 $1,860,588 $ 943,947 $ 1,520,900
========= =========== ========== ============ ============
Supplemental disclosure
of cash flow
information:
Cash paid for interest. $ 17,770 $ 25,780 $ 13,779 $ 8,366 $ 2,344
========= =========== ========== ============ ============
Cash paid for income
taxes................. $ 28,016 $ 24,432 $ 17,417 $ 17,417 $ 90,954
========= =========== ========== ============ ============
Noncash transaction:
Distributions in kind
to stockholders of
receivable and fixed
assets................ $ -- $ -- $ -- $ -- $ 297,104
========= =========== ========== ============ ============
</TABLE>

See accompanying notes to financial statements.

F-38
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS OPERATIONS

The Burnett Companies Consolidated, Inc. (the Company) provides temporary
help and permanent placement services in Houston, El Paso and Austin, Texas.
In addition, the Company provides personal computer training services.

Most of the Company's customers are located in the state of Texas. A single
customer of the Company accounted for 11.0%, 9.0%, 8.0% and 7.1% of total
revenue during the years ended 1995, 1996 and 1997 and six month period ended
June 30, 1998, respectively.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reporting Periods

The fiscal year ends on the last Saturday in December. Fiscal years 1995,
1996 and 1997 include the 52 weeks ended December 30, 1995, the 52 weeks ended
December 28, 1996 and the 52 weeks ended December 27, 1997, respectively. The
six month reporting periods of 1997 and 1998 began on Sunday, December 29,
1996 and December 28, 1997 and ended June 30, 1997 and 1998, respectively.

Interim Financial Information

The interim financial statements as of June 30, 1998, and for the periods
ended June 30, 1997 and 1998, are unaudited, and certain information and
footnote disclosures, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been omitted.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the financial position,
results of operations and cash flows with respect to the interim financial
statements have been included. The results of operations for the interim
periods are not necessarily indicative of the results for the entire fiscal
year.

Use of Estimates

Revenue Recognition

Temporary service fees are recognized in operations at the time the services
are performed. Permanent placement fees are recognized at the time the person
is employed.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Cash Equivalents

All highly liquid investments with original maturities of three months or
less are considered to be cash equivalents. Cash equivalents consist of a U.S.
Government securities cash management fund.

F-39
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on past experience and other
factors which, in management's judgment, deserve current recognition in
estimating possible bad debts. Such factors include growth and composition of
accounts receivable, the relationship of the allowance for doubtful accounts
to accounts receivable, and current economic conditions.

Property and Equipment

Property and equipment are stated at cost. Depreciation on property and
equipment is calculated using the straight-line method over the estimated
useful lives (range of three to five years) of the assets. Leasehold
improvements are amortized using the straight-line method over the shorter of
the lease term or estimated useful life of the asset.

Income Taxes

The Company has elected to be treated as an S corporation in accordance with
the provisions of the Internal Revenue Code of 1986. Under these provisions,
profits and losses are passed directly to the stockholders for inclusion in
their personal income tax returns.

(3) ACQUISITIONS

In April 1996, the Company purchased certain assets and rights of Mary Green
Employment Finder's, Inc. for cash of $250,706. In September 1996, the Company
purchased assets and certain rights of Primary Care Clinic of America for cash
of $31,000. The acquisitions were accounted for as purchases. The results of
operations of the acquired businesses are included in the financial statements
from the dates of acquisition.

(4) NOTE RECEIVABLE

The Company had a note receivable due from a customer in monthly
installments of $10,189, plus interest at 11.75%, through October 1996. The
note was secured by personal guarantees. During 1995, a provision for
uncollectible notes receivable of $100,000 was recognized. During 1996,
payments of $20,378 were received on the note receivable and the remaining
balance and allowance account were written off resulting in a recovery of
$9,543. Such write-off in 1996 did not materially affect the 1996 results of
operations.

(5) TEXAS FRANCHISE TAXES

The Texas corporate franchise tax includes a tax on income. The franchise
tax is based on the greater of .25% of net taxable capital or 4.5% of net
taxable earned surplus. Net taxable earned surplus is based on federal taxable
income after certain adjustments. During 1995, 1996 and 1997, the Company
incurred approximately $25,000, $19,000 and $99,000, respectively, of
franchise taxes based on earned surplus, which is included in selling, general
and administrative expenses in the statements of earnings.

F-40
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(6) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 27, JUNE 30,
1996 1997 1998
------------ ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture, fixtures and equipment........ $ 737,604 $ 673,964 $ 739,029
Computer equipment....................... 1,298,575 1,288,273 1,446,495
Airplane................................. 108,041 115,735 --
Leasehold improvements................... 121,126 171,057 203,375
---------- ---------- ----------
2,265,346 2,249,029 2,388,899
Less accumulated depreciation and
amortization............................ 1,469,639 1,477,732 1,629,556
---------- ---------- ----------
$ 795,707 $ 771,297 $ 759,343
========== ========== ==========
</TABLE>

During 1998, the Company distributed its airplane, with a net book value of
$91,979, to its controlling shareholders.

(7) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
JUNE
DECEMBER 28, DECEMBER 27, 30,
1996 1997 1998
------------ ------------ -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Note payable to bank due in monthly
installments of $12,171, plus interest
at the lender's base rate (8.5% at
December 27, 1997) through July 1998;
secured by property and equipment..... $230,816 $84,762 $12,171
Less current installments.............. 146,054 84,762 12,171
-------- ------- -------
Long-term debt, less current
installments........................ $ 84,762 $ -- $ --
======== ======= =======
</TABLE>

(8) BANK LINE OF CREDIT

The Company has a $2,300,000 bank line of credit agreement which expires
June 30, 1998. Outstanding borrowings against the line of credit will bear
interest at either the lender's base rate or the LIBOR rate plus 2.25%, at the
option of the Company. The line of credit, with a borrowing base equal to 80%
of accounts receivable less than 90 days old, is secured by the Company's
accounts receivable and equipment. At December 27, 1997 and June 30, 1998, the
total available line of credit amounts to $2,300,000 less two letters of
credit totaling $138,000, issued under the line of credit agreement.

(9) RECEIVABLE FROM RELATED PARTY

The Company has a receivable from a related party of $205,125 which is
included in other assets at December 27, 1997. Such receivable was
noninterest-bearing and had no fixed repayment terms. This asset was
distributed to stockholders on June 30, 1998.

(10) EMPLOYEE BENEFIT PLAN

The Company's profit sharing plan, which covers substantially all of its
salaried employees, provides for the Company to fund annually up to 15% of
"considered compensation" as defined by the trust agreement by

F-41
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
means of a cash contribution; however, the Company may adjust the percentage
prior to the end of any trust year. Such contributions, if any, are made at
the discretion of the Company's Board of Directors.

The Company's profit sharing plan and trust (the Plan) provides for a 401(k)
plan which has received a favorable determination letter from the Internal
Revenue Service. Under the terms of the Plan, all salaried employees are
eligible to participate. Hourly and highly compensated employees, as defined
under the Plan, are ineligible to participate. During 1995, 1996 and 1997, the
Company provided the required 50% match, which amounted to $56,085, $100,355,
and $103,167, respectively, of employee contributions to the Plan. Effective
January 1, 1998, the Company's match was increased to 100% of an employee's
elective deferral, up to a maximum of 6% of the employee's compensation.

The Company also established a 401(k) plan for hourly employees during 1996.
Employees are eligible to participate after completing 1,000 hours of service.
No contributions are made to the plan by the Company. Effective January 1,
1998, the plan was amended to allow hourly employees to participate after
completing three months of service.

(11) LEASES

The Company leases its office space under operating leases, some of which
contain rent escalation provisions. Rental expense for 1995, 1996 and 1997 and
the six months ended June 30, 1997 and 1998 was $410,855, $442,001, $491,921,
$239,793 and $283,485, respectively. Future minimum lease payments under
noncancelable operating leases at December 27, 1997 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER,
---------------------
<S> <C>
1998........................................................ $ 481,000
1999........................................................ 291,000
2000........................................................ 150,000
2001........................................................ 139,000
2002 and thereafter......................................... 72,000
----------
Total minimum lease payments.............................. $1,133,000
==========
</TABLE>

(12) CONTINGENCIES

The Company is involved in various claims arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these
matters will not materially affect the Company's financial position, results
of operations or liquidity.

(13) FAIR VALUE OF FINANCIAL INSTRUMENTS

Methods and assumptions used to estimate the fair value of each class of
financial instruments are as follows:

(a) Cash and cash equivalents, trade accounts receivable, and payables--The
carrying amounts approximate fair value because of the short maturity
of these instruments.

(b) Long-term debt--The carrying amount approximates fair value because the
note has an adjustable interest rate which is updated quarterly based
on the lender's base rate.

(c) Receivable from related party--The fair value of such instruments could
not be obtained without incurring excessive costs due to the
uncertainty of the repayment date.

F-42
<PAGE>

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(14) SUBSEQUENT EVENT (UNAUDITED)

F-43
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Boards of Directors
Smith Hanley Associates, Inc. and
Smith Hanley Consulting Group, Inc.:

We have audited the accompanying combined balance sheets of Smith Hanley
Associates, Inc. and Smith Hanley Consulting Group, Inc. as of December 31,
1996 and 1997 and the related combined statements of operations, shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1997. These combined financial statements are the responsibility
of the Companies' managements. Our responsibility is to express an opinion on
these combined financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Smith
Hanley Associates Inc. and Smith Hanley Consulting Group, Inc. as of December
31, 1996 and 1997, and the results of their operations and their cash flows
for each of the years in the three-year period ended December 31, 1997, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
April 3, 1998

F-44
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- JUNE 30,
ASSETS 1996 1997 1998
------ ---- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.................. $ 950,608 $ 504,074 $ 883,895
Trade accounts receivable.................. 1,253,655 2,413,577 3,826,223
Due from officers and employees............ 103,229 263,929 307,750
Other receivables.......................... 37,126 43,356 39,291
---------- ---------- ----------
Total current assets..................... 2,344,618 3,224,936 5,057,159
Property and equipment, net.................. 176,340 216,688 427,917
Security deposits............................ 141,905 236,687 216,863
---------- ---------- ----------
Total assets............................. $2,662,863 $3,678,311 $5,701,939
========== ========== ==========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Current liabilities:
Accounts payable and accrued expenses...... $1,829,815 $2,204,640 $3,510,019
Note payable............................... 155,556 -- --
Due to officers............................ 20,000 90,000 90,000
---------- ---------- ----------
Total current liabilities................ 2,005,371 2,294,640 3,600,019
---------- ---------- ----------
Shareholders' equity:
Common stock $.10 par value; 11,000 shares
issued and outstanding.................... 1,100 1,100 1,100
Additional paid-in capital................. 530,000 564,812 564,812
Retained earnings.......................... 126,392 817,759 1,536,008
---------- ---------- ----------
Total shareholders' equity............... 657,492 1,383,671 2,101,920
---------- ---------- ----------
Total liabilities and shareholders'
equity.................................. $2,662,863 $3,678,311 $5,701,939
========== ========== ==========
</TABLE>

See accompanying notes to combined financial statements.

F-45
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------- ----------------------
1995 1996 1997 1997 1998
---------- ---------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenue from services:
Permanent placement... $6,345,284 $8,556,918 $10,240,850 $5,489,263 $5,134,797
Temporary services.... 969,276 3,385,977 6,080,966 2,964,376 3,942,698
---------- ---------- ----------- ---------- ----------
Revenues from
services........... 7,314,560 11,942,895 16,321,816 8,453,639 9,077,495
Cost of services........ 716,651 2,545,592 4,551,252 2,139,442 2,852,382
---------- ---------- ----------- ---------- ----------
Gross profit........ 6,597,909 9,397,303 11,770,564 6,314,197 6,225,113
Selling, general and
administrative
expenses............... 6,327,299 9,091,653 11,047,214 5,020,568 5,418,231
---------- ---------- ----------- ---------- ----------
Operating income.... 270,610 305,650 723,350 1,293,629 806,882
Interest income
(expense), net......... (9,766) 2,444 13,424 (688) 6,154
Other expense........... -- -- -- -- 55,928
---------- ---------- ----------- ---------- ----------
Income before income
taxes.............. 260,844 308,094 736,774 1,292,941 757,108
Income tax expense...... 24,659 45,027 15,681 11,844 38,859
---------- ---------- ----------- ---------- ----------
Net income.......... $ 236,185 $ 263,067 $ 721,093 $1,281,097 $ 718,249
========== ========== =========== ========== ==========
</TABLE>

See accompanying notes to combined financial statements.

F-46
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
------ ------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1995.... 11,000 $1,100 $ -- $ (33,241) $ (32,141)
Net income.................... -- -- -- 236,185 236,185
Capital contribution.......... -- -- 200,000 -- 200,000
Distributions................. -- -- -- (32,689) (32,689)
------ ------ -------- ---------- ----------
Balance at December 31, 1995.. 11,000 1,100 200,000 170,255 371,355
Net income.................... -- -- -- 263,067 263,067
Capital contributions......... -- -- 330,000 -- 330,000
Distributions................. -- -- -- (306,930) (306,930)
------ ------ -------- ---------- ----------
Balance at December 31, 1996.. 11,000 1,100 530,000 126,392 657,492
Net income.................... -- -- -- 721,093 721,093
Capital contributions......... -- -- 34,812 -- 34,812
Distributions................. -- -- -- (29,726) (29,726)
------ ------ -------- ---------- ----------
Balance at December 31, 1997.. 11,000 1,100 564,812 817,759 1,383,671
Net income (unaudited)........ -- -- -- 718,249 718,249
------ ------ -------- ---------- ----------
Balance at June 30, 1998
(unaudited).................. 11,000 $1,100 $564,812 $1,536,008 $2,101,920
====== ====== ======== ========== ==========
</TABLE>

See accompanying notes to combined financial statements.

F-47
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------- ------------------------
1995 1996 1997 1997 1998
--------- ---------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net income............ $ 236,185 $ 263,067 $ 721,093 $ 1,281,097 $ 718,249
Adjustments to
reconcile net income
to net cash (used in)
provided by operating
activities:
Depreciation......... 20,707 34,426 49,906 19,000 23,000
Change in assets and
liabilities:
Trade accounts
receivable......... (416,782) (566,511) (1,159,922) (1,465,705) (1,412,646)
Other receivables... (5,384) (31,742) (6,230) (86,211) 4,065
Other noncurrent
assets............. (72,004) (708) (94,782) (12,866) 19,824
Accounts payable and
accrued expenses... 40,924 1,041,502 374,825 252,769 1,305,379
--------- ---------- ----------- ----------- -----------
Net cash (used in)
provided by
operating
activities........ (196,354) 740,034 (115,110) (11,916) 657,871
--------- ---------- ----------- ----------- -----------
Cash flows from
investing activities:
Due from officers and
employees............ -- (103,229) (160,700) (172,160) (43,821)
Purchase of property
and equipment........ (58,684) (111,444) (90,254) (58,202) (234,229)
--------- ---------- ----------- ----------- -----------
Net cash used in
investing
activities........ (58,684) (214,673) (250,954) (230,362) (278,050)
--------- ---------- ----------- ----------- -----------
Cash flows from
financing activities:
Capital contributions. 200,100 330,000 34,812 -- --
Distributions......... (32,689) (306,930) (29,726) (29,726) --
Proceeds from issuance
of notes payable..... -- 155,556 -- -- --
Repayment of notes
payable.............. -- -- (155,556) (33,334) --
Due to officers....... 113,900 (105,335) 70,000 (20,000) --
--------- ---------- ----------- ----------- -----------
Net cash (used in)
provided by
financing
activities........ 281,311 73,291 (80,470) (83,060) --
--------- ---------- ----------- ----------- -----------
Net (decrease)
increase in cash
and cash
equivalents....... 26,273 598,652 (446,534) (325,338) 379,821
Cash and cash
equivalents at
beginning of period... 325,683 351,956 950,608 950,608 504,074
--------- ---------- ----------- ----------- -----------
Cash and cash
equivalents at end of
period................ $ 351,956 $ 950,608 $ 504,074 $ 625,270 $ 883,895
========= ========== =========== =========== ===========
Supplemental disclosure
of cash flow
information:
Cash paid for
interest............. $ 24,375 $ 20,504 $ 3,058 $ 7,428 $ 7,968
========= ========== =========== =========== ===========
Cash paid for taxes... $ 24,659 $ 45,027 $ 15,681 $ 11,844 $ 38,859
========= ========== =========== =========== ===========
</TABLE>

See accompanying notes to combined financial statements.

F-48
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) ORGANIZATION

Smith Hanley Associates, Inc. (SHA), was incorporated in 1980 in the state
of New York. SHA provides placement of permanent personnel primarily to
business and professional service organizations. SHA is headquartered in New
York and has branch offices in Chicago, Illinois, Southport, Connecticut and
Athens, Georgia. SHA elected to be treated as an S corporation on April 1,
1983. Prior to April 1, 1983, SHA was a partnership.

The accompanying combined financial statements include the accounts of SHA
and an affiliate company, under common control, Smith Hanley Consulting Group,
Inc. (Consulting, and together with SHA, the Company). Consulting provides
temporary subcontracted personnel to business and professional service
organizations. Consulting commenced operations on January 1, 1995 as an S
Corporation. As common control exists among the entities, combined financial
statements are presented. All significant intercompany accounts and
transactions have been eliminated in combination.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents of $950,608, $504,074 and $883,895 at December 31,
1996 and 1997 and June 30, 1998, respectively, include bank deposits and
short-term investments with original maturities of three months or less.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements. The Company periodically evaluates the
creditworthiness of its customers' financial condition to determine credit to
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant.

The Company's ability to collect amounts due from customers could be
affected by economic fluctuations in its markets.

F-49
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Property and Equipment

Property and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of property is being depreciated over the estimated useful lives of the
related assets using the straight-line method. The useful lives of the
property and equipment for purposes of computing depreciation range from five
to seven years.

Income Taxes

The Company has elected to be treated as an S corporation for federal and
certain state income tax purposes. As an S corporation (and a partnership
prior to S corporation election), the earnings of the Company are reported by
the individual shareholders and the Company is not responsible for federal or
certain state income taxes. Accordingly, no provision for income taxes is
included in the accompanying financial statements with respect to these
jurisdictions. The Company has provided for state and local income taxes for
those taxing jurisdictions which do not recognize the S corporation status.
The effect of deferred income taxes in such jurisdictions is insignificant.

Revenue and Cost Recognition

The Company's revenues include service fees paid by clients under client
service agreements. In consideration for payment of such services fees, the
Company agrees to pay the following direct costs associated with worksite
employees: (a) salaries and wages, (b) employment related taxes and (c)
workers compensation insurance premiums. The Company accounts for service fees
and the related direct payroll costs using the accrual basis of accounting.
Under the accrual method, service fees relating to worksite employees with
earned but unpaid wages at the end of each period are recognized as unbilled
revenues and the related direct payroll costs for such wages are accrued as a
liability during the period in which wages are earned by the worksite
employees. Subsequent to the end of each period, such wages are paid and the
related service fees are billed.

Permanent placement fees are recognized as revenue when the candidates have
commenced employment. Revenues from permanent placements are reported in the
statements of operations net of estimated adjustments due to placed candidates
that terminate employment within the Company's guarantee period (generally 90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables, and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

Fair values of the amounts due from/to officers could not be obtained
without incurring excessive costs due to the related party nature of such
instruments.

The carrying amount of borrowings pursuant to the Company's note payable
approximates fair value because the rate on such note was based on current
market rates.

F-50
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and fixtures............................ $102,514 $111,206 $ 262,079
Office equipment.................................. 189,875 271,437 354,793
-------- -------- ---------
292,389 382,643 616,872
Less: accumulated depreciation.................... 116,049 165,955 (188,955)
-------- -------- ---------
$176,340 $216,688 $ 427,917
======== ======== =========
</TABLE>

(4) NOTE PAYABLE

At December 31, 1996, the Company had outstanding a note payable in the
amount of $155,556 due in monthly installments of $5,556 through March 31,
1999. The note bore interest at prime plus 1.50% (9.75% at December 31, 1996).
The note was collateralized by all personal property and fixtures and
interest, dividends or other distributions paid (as defined) of the Company.
The note was repaid on September 15, 1997.

Additionally, at December 31, 1996, the Company had a line-of-credit
available of $400,000 which bore interest at prime plus 1%. No amounts were
utilized by the Company under the line of credit facility and it was canceled
on September 30, 1997.

(5) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases for the
years ended December 31, 1995, 1996 and 1997 were approximately $251,991,
$223,165 and $400,000, respectively.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998........................................................ $ 613,922
1999........................................................ 632,841
2000........................................................ 612,185
2001........................................................ 550,920
2002........................................................ 550,920
thereafter.................................................. 1,434,165
----------
Total minimum lease payments.............................. $4,394,953
==========
</TABLE>

(6) RELATED-PARTY TRANSACTIONS

At December 31, 1996 and 1997 and June 30, 1998 advances from officers and
employees were $103,229, $263,929, and $307,750 respectively. These advances
are non-interest-bearing and due on-demand.

At December 31, 1996 and 1997 and June 30, 1998 amounts due to officers were
$20,000, $90,000, and $90,000 respectively. These amounts are non-interest-
bearing and due on demand.

F-51
<PAGE>

SMITH HANLEY ASSOCIATES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

At December 31, 1997, an officer of the Company personally guaranteed an
advance due from an employee totaling approximately $90,000.

(7) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-52
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Professional Consulting Network, Inc.:

We have audited the accompanying balance sheets of Professional Consulting
Network, Inc. as of December 31, 1996 and 1997, and the related statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Professional Consulting
Network, Inc. as of December 31, 1996 and 1997 and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1997 in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Houston, Texas
April 24, 1998

F-53
<PAGE>

PROFESSIONAL CONSULTING NETWORK, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- JUNE 30,
ASSETS 1996 1997 1998
------ ---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.................. $ 40,484 $ 12,395 $ 451,276
Trade accounts receivable, net of allowance
of $-0-, $4,300 and $4,300................ 2,444,497 3,176,870 2,356,549
Employee loans receivable.................. 17,301 9,900 5,750
Prepaid expenses and other assets.......... 41,033 11,977 26,556
---------- ---------- ----------
Total current assets..................... 2,543,315 3,211,142 2,840,131
Property and equipment, net................ 115,837 128,141 163,176
Other assets............................... 131,736 169,489 169,489
---------- ---------- ----------
Total assets............................. $2,790,888 $3,508,772 $3,172,796
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Line of credit............................. $ 350,000 $ 427,000 $ --
Loans due to shareholders.................. 250,000 -- --
Current portion of capital lease obliga-
tion...................................... 13,168 14,457 15,191
Accounts payable........................... 30,617 46,223 17,309
Contractors payable........................ 208,091 481,362 552,602
Accrued payroll and related taxes.......... 469,003 494,359 429,764
Accrued expenses........................... 40,517 53,875 38,970
Customer deposits and other................ 53,240 32,000 32,000
---------- ---------- ----------
Total current liabilities................ 1,414,636 1,549,276 1,085,836
---------- ---------- ----------
Long-term portion of capital lease obliga-
tion...................................... 28,930 14,473 6,677
---------- ---------- ----------
Total liabilities........................ 1,443,566 1,563,749 1,092,513
Shareholders' equity:
Common stock, no par value; 1,000,000
shares authorized, 200,000 shares issued
and outstanding........................... 77,079 77,079 77,079
Retained earnings.......................... 1,270,243 1,867,944 2,003,204
---------- ---------- ----------
Total shareholders' equity............... 1,347,322 1,945,023 2,080,283
---------- ---------- ----------
Total liabilities and shareholders'
equity.................................. $2,790,888 $3,508,772 $3,172,796
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-54
<PAGE>

PROFESSIONAL CONSULTING NETWORK, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
-------------------------------- ---------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Service fees.......... $8,670,225 $8,739,132 $9,404,500 $4,200,752 $6,337,056
Permanent placement
fees................. 565,763 1,162,833 1,881,754 814,649 1,027,325
---------- ---------- ---------- ---------- ----------
Revenues from
services........... 9,235,988 9,901,965 11,286,254 5,015,401 7,364,381
Cost of services........ 6,905,344 6,870,834 7,384,793 3,360,892 5,072,865
---------- ---------- ---------- ---------- ----------
Gross profit........ 2,330,644 3,031,131 3,901,461 1,654,509 2,291,516
Selling, general and
administrative
expenses............... 2,077,924 2,591,350 3,002,821 1,478,209 1,681,322
---------- ---------- ---------- ---------- ----------
Operating income.... 252,720 439,781 898,640 176,300 610,194
Interest expense........ 1,317 5,261 5,654 3,232 1,772
Other income............ 1,304 18,846 4,715 7,240 11,991
---------- ---------- ---------- ---------- ----------
Net income.......... $ 252,707 $ 453,366 $ 897,701 $ 180,308 $ 620,413
========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-55
<PAGE>

PROFESSIONAL CONSULTING NETWORK, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
--------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------- ------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, December 31, 1994............. 200,000 $77,079 $ 618,170 $ 695,249
Net income............................. -- -- 252,707 252,707
------- ------- ---------- ----------
Balance, December 31, 1995............. 200,000 77,079 870,877 947,956
Distributions to shareholders.......... -- -- (54,000) (54,000)
Net income............................. -- -- 453,366 453,366
------- ------- ---------- ----------
Balance, December 31, 1996............. 200,000 77,079 1,270,243 1,347,322
Distributions to shareholders.......... -- -- (300,000) (300,000)
Net income............................. -- -- 897,701 897,701
------- ------- ---------- ----------
Balance, December 31, 1997............. 200,000 77,079 1,867,944 1,945,023
Distributions to shareholders
(unaudited)........................... -- -- (485,153) (485,153)
Net income (unaudited)................. -- -- 620,413 620,413
------- ------- ---------- ----------
Balance, June 30, 1998 (unaudited)..... 200,000 $77,079 $2,003,204 $2,080,283
======= ======= ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-56
<PAGE>

PROFESSIONAL CONSULTING NETWORK, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------- ---------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net income............. $ 252,707 $ 453,366 $ 897,701 $ 180,308 $ 620,413
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation.......... 14,332 27,326 35,076 14,329 22,591
Change in operating
assets and
liabilities:
Trade accounts
receivable.......... (91,755) (716,693) (732,373) 991,785 820,321
Prepaid expenses and
other assets........ 15,136 (28,780) 29,056 28,056 (14,579)
Other assets......... 83,891 (15,973) (37,753) (501) --
Accounts payable..... (210,550) 210,884 288,877 3,264 (28,914)
Accrued payroll and
related taxes....... 39,280 200,837 25,356 (187,603) (64,595)
Other current
liabilities......... 23,139 493 (7,882) (14,061) 56,335
--------- --------- --------- --------- ----------
Net cash provided by
operating
activities......... 126,180 131,460 498,058 1,015,577 1,411,572
--------- --------- --------- --------- ----------
Cash flows from
investing activities:
Purchase of property
and equipment......... (23,045) (35,912) (47,380) (21,476) (57,626)
Repayment of advance to
shareholder........... 128,000 -- -- -- --
Employee loans, net.... (63,116) 45,815 7,401 (3,000) 4,150
--------- --------- --------- --------- ----------
Net cash provided by
(used in) investing
activities......... 41,839 9,903 (39,979) (24,476) (53,476)
--------- --------- --------- --------- ----------
Cash flows from
financing activities:
Distributions to
shareholders.......... -- (54,000) (300,000) (100,000) (485,153)
Net proceeds (payments)
on line of credit..... (183,000) 40,000 77,000 (350,000) (427,000)
Proceeds on loans from
shareholders.......... 250,000 250,000 -- -- --
Repayment of loans from
shareholders.......... (256,000) (250,000) (250,000) (250,000) --
Principal payments on
long-term debt........ (100,000) (83,333) -- -- --
Principal payments on
capital lease
obligations........... (5,590) (11,990) (13,168) (6,430) (7,062)
--------- --------- --------- --------- ----------
Net cash used in
financing
activities......... (294,590) (109,323) (486,168) (706,430) (919,215)
--------- --------- --------- --------- ----------
Net increase (decrease)
in cash and cash
equivalents............ (126,571) 32,040 (28,089) 284,671 438,881
Cash and cash
equivalents at
beginning of period.... 135,015 8,444 40,484 40,484 12,395
--------- --------- --------- --------- ----------
Cash and cash
equivalents at end of
period................. $ 8,444 $ 40,484 $ 12,395 $ 325,155 $ 451,276
========= ========= ========= ========= ==========
Supplemental disclosure
of cash flow
information--
Cash paid for interest. $ 6,170 $ 5,261 $ 5,654 $ 1,530 $ 1,772
========= ========= ========= ========= ==========
</TABLE>

See accompanying notes to financial statements.

F-57
<PAGE>

PROFESSIONAL CONSULTING NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Professional Consulting Network, Inc. (the Company), incorporated in the
state of California in 1988, provides temporary and permanent information
technology personnel to business and other organizations located primarily in
Northern California and the Greater Bay Area. The Company also provides
consulting and payrolling services.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements.

The Company's ability to collect amounts due from customers could be
affected by economic fluctuations in its markets.

Property and Equipment

The cost of property and equipment is depreciated over the estimated useful
lives of the related assets using the straight-line method. The estimated
useful lives of property and equipment for purposes of computing depreciation
range from three to seven years.

F-58
<PAGE>

PROFESSIONAL CONSULTING NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income Taxes

The stockholders have elected to treat the Company as an S corporation under
the Internal Revenue Code, whereby the liability for federal taxes on income
is that of the stockholders, and not of the Company. Accordingly, no provision
for federal income tax is included in the accompanying financial statements.
The Company is subject to California franchise taxes, the effect of which is
insignificant.

Revenue and Cost Recognition

Revenues from services consist primarily of service fees paid by its clients
under client service agreements. The Company accounts for service fees and the
related direct costs using the accrual method of accounting. Under the accrual
method, service fees relating to worksite employees with earned but unpaid
wages at the end of each period are recognized as unbilled revenues and the
related direct payroll costs for such wages are accrued as a liability during
the period in which wages are earned by the worksite employees. Subsequent to
the end of each period, such wages are paid and the related service fees are
billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

The carrying amounts of borrowings pursuant to the Company's revolving line
of credit agreement approximate fair value because the rates on such
agreements are variable, based on current market rates.

The fair value of the loans due to shareholders at December 31, 1996 could
not be obtained without incurring excessive costs due to the related party
nature of this financial instrument.

F-59
<PAGE>

PROFESSIONAL CONSULTING NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and fixtures...................... $ 24,706 $ 48,011 $ 67,269
Office equipment............................ 261,047 285,122 323,490
-------- -------- --------
285,753 333,133 390,759
Less--accumulated depreciation.............. 169,916 204,992 227,583
-------- -------- --------
$115,837 $128,141 $163,176
======== ======== ========
</TABLE>

(4) LINE OF CREDIT

The Company maintains a line of credit in the amount of $1 million bearing
interest at prime plus 1% (9.5% at December 31, 1997). This agreement expires
on December 1, 1999. At December 31, 1997 and June 30, 1998, the Company had
$573,000 and $1,000,000, respectively, available under the line of credit.

(5) EMPLOYEE BENEFIT PLAN

The Company has a 401(k) plan covering substantially all of its employees
who have completed at least one year of service or attained the age of twenty-
one. The Company may contribute at the discretion of the Board of Directors.
No contributions were made by the Company during 1995, 1996 and 1997.

(6) LEASES

The Company is obligated under a capital lease for computer equipment
expiring in 1999. At December 31, 1996 and 1997, and June 30, 1998, the gross
amount of equipment and related accumulated amortization recorded under such
capital leases were as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------- JUNE 30,
1996 1997 1998
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Computer equipment............................ $59,676 $59,676 $59,676
Less accumulated amortization................. 14,919 26,854 32,821
------- ------- -------
$44,757 $32,822 $26,855
======= ======= =======
</TABLE>

Amortization of assets held under capital leases is included with
depreciation expense.

The Company leases office space under a noncancelable lease agreement
accounted for as an operating lease expiring in 1999. Rental expense for
operating leases (except those with lease terms of a month or less that were
not renewed) for the years ended December 31, 1995, 1996, and 1997 and for the
six months ended June 30, 1998 were approximately $138,201, $140,637,
$122,713, and $94,756, respectively.

F-60
<PAGE>

PROFESSIONAL CONSULTING NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases (with
initial or remaining lease terms in excess of one year) and future minimum
capital lease payments as of December 31, 1997 are:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------- ---------
<S> <C> <C>
Year ending December 31,
1998................................................. $16,572 $192,960
1999................................................. 16,431 160,800
------- --------
Total minimum lease payments....................... $33,003 $353,760
========
Less amount representing interest...................... 4,073
-------
Present value of net minimum capital lease payments.. 28,930
Less current installments of obligations under capital
leases................................................ 14,457
-------
Obligations under capital leases, excluding current
installments........................................ $14,473
=======
</TABLE>

(7) SIGNIFICANT CUSTOMERS

During 1995, 1996, and 1997 and for the six months ended June 30, 1998, one
customer accounted for approximately 27%, 26%, 16% and 14%, respectively, of
the Company's service revenue. The loss of this customer could have a material
adverse impact on the operations of the Company.

(8) RELATED PARTY TRANSACTIONS

At December 31, 1995 and 1996 the Company had loans outstanding to its two
principal shareholders aggregating $250,000. The loans were made to finance
short-term working capital requirements and were generally repaid within
thirty days. The loans bore interest at prime plus 1%.

(9) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-61
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
CoreLink Staffing Services, Inc.:

We have audited the accompanying balance sheet of CoreLink Staffing
Services, Inc. as of December 28, 1997, and the related statements of
operations, shareholders' equity and cash flows for the year then ended. 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 audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CoreLink Staffing
Services, Inc. as of December 28, 1997, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 20, 1998

F-62
<PAGE>

CORELINK STAFFING SERVICES, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 28, JUNE 28,
1997 1998
------------ -----------
(UNAUDITED)
-----------
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents........................... $ 468,799 $ 89,793
Trade accounts receivable........................... 1,041,184 1,088,958
Prepaid expenses and other assets................... 3,710 11,418
---------- ----------
Total current assets.............................. 1,513,693 1,190,169
Other assets........................................ 78,966 12,482
Property and equipment, net......................... 181,291 196,320
---------- ----------
Total assets...................................... $1,773,950 $1,398,971
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Line of credit...................................... $ 575,000 $ 196,000
Accounts payable and accrued liabilities............ 46,282 43,919
Payroll taxes payable............................... 239,293 102,673
Accrued payroll..................................... 320,971 263,667
---------- ----------
Total current liabilities......................... 1,181,546 606,259
---------- ----------
Client deposits..................................... 63,622 --
Shareholders' equity:
Common stock, no par value; 75,000 shares autho-
rized, 120 shares issued and outstanding........... 231,800 231,800
Retained earnings................................... 296,982 560,912
---------- ----------
Total shareholders' equity........................ 528,782 792,712
---------- ----------
Total liabilities and shareholders' equity........ $1,773,950 $1,398,971
========== ==========
</TABLE>

See accompanying notes to financial statements.

F-63
<PAGE>

CORELINK STAFFING SERVICES, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED ----------------------
DECEMBER 28, JUNE 29, JUNE 28,
1997 1997 1998
------------ ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
Service fees............................ $10,947,095 $4,611,433 $5,953,708
Permanent placement fees................ 220,234 111,965 138,865
----------- ---------- ----------
Revenues from services................ 11,167,329 4,723,398 6,092,573
Cost of services.......................... 8,760,356 3,691,583 4,608,261
----------- ---------- ----------
Gross profit.......................... 2,406,973 1,031,815 1,484,312
Selling, general and administrative
expenses................................. 2,512,420 766,691 1,208,258
----------- ---------- ----------
Operating loss........................ (105,447) 265,124 276,054
Interest expense.......................... 2,038 1,642 12,548
Other expense............................. 12,475 -- --
Other income.............................. (3,308) (1,218) (424)
----------- ---------- ----------
Net income (loss)..................... $ (116,652) $ 264,700 $ 263,930
=========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-64
<PAGE>

CORELINK STAFFING SERVICES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
--------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ -------- -------- --------
<S> <C> <C> <C> <C>
Balance, January 1, 1997.................... 120 $231,800 $413,634 $645,434
Net loss.................................... -- -- (116,652) (116,652)
--- -------- -------- --------
Balance, December 28, 1997.................. 120 231,800 296,982 528,782
Net income (unaudited)...................... -- -- 263,930 263,930
--- -------- -------- --------
Balance, June 28, 1998 (unaudited).......... 120 $231,800 $560,912 $792,712
=== ======== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-65
<PAGE>

CORELINK STAFFING SERVICES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED ------------------
DECEMBER 28, JUNE 29, JUNE 28,
1997 1997 1998
------------ -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............................. $(116,652) $264,700 $263,930
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation................................. 35,261 17,205 20,065
Loss on disposal of asset.................... 1,234 -- --
Change in operating assets and liabilities:
Trade accounts receivable................... (393,360) (57,315) (47,774)
Prepaid expenses and other assets........... (43,211) 14,984 (7,708)
Accounts payable and accrued liabilities.... 470,012 68,210 (196,287)
Client deposits............................. -- -- (63,622)
--------- -------- --------
Net cash provided by (used in) operating
activities................................ (46,716) 307,784 (31,396)
--------- -------- --------
Cash flows from investing activities:
Purchase of property and equipment............ (51,254) (21,480) (35,094)
Decrease in other assets...................... -- -- 66,484
--------- -------- --------
Cash flows from investing activities......... (51,254) (21,480) 31,390
Cash flows from financing activities--net
proceeds (payments) on line of credit......... 500,000 (75,000) (379,000)
--------- -------- --------
Net increase (decrease) in cash and cash
equivalents................................... 402,030 211,304 (379,006)
Cash and cash equivalents at beginning of
period........................................ 66,769 66,769 468,799
--------- -------- --------
Cash and cash equivalents at end of period..... $ 468,799 $278,073 $ 89,793
========= ======== ========
Supplemental disclosure of cash flow
information--cash paid for interest........... $ 2,038 $ 1,642 $ 12,548
========= ======== ========
</TABLE>

See accompanying notes to financial statements.

F-66
<PAGE>

CORELINK STAFFING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 29, 1997 AND
JUNE 28, 1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

CoreLink Staffing Services, Inc. (the Company), incorporated in the state of
California in 1983, provides temporary and permanent personnel to businesses
located primarily in California. A single customer of the Company accounted
for 10% and 17% of total revenue during the year ended December 28, 1997 and
the six month period ended June 28, 1998, respectively.

The Company's fiscal year ends on the last Sunday in December.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The interim financial statements as of June 28, 1998, and for the six months
ended June 29, 1997 and June 28, 1998, are unaudited, and certain information
and footnote disclosures, normally included in financial statements prepared
in accordance with generally accepted accounting principles, have been
omitted. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary to fairly present the financial
position, results of operations and cash flows with respect to the interim
financial statements have been included. The results of operations for the
interim periods are not necessarily indicative of the results for the entire
fiscal year.

Use of Estimates

The Company provides for workers' compensation, health insurance and
unemployment taxes related to its employees. A deterioration in claims
experience could result in increased costs to the Company in the future. The
Company has recorded an estimate of any existing liabilities under these
programs at each balance sheet date. The Company's future costs could also
increase if there are any material changes in government regulations related
to employment law or employee benefits.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company operates primarily in the office clerical industry. The
Company's ability to collect amounts due from customers could be affected by
adverse economic fluctuations in the Los Angeles Metropolitan market or this
industry.

F-67
<PAGE>

CORELINK STAFFING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Property and Equipment

Income Taxes

The Company elected to be taxed as an S corporation and accordingly all tax
attributes of the Company pass through to its shareholders. Accordingly, no
provision for federal or state income taxes is reflected in the accompanying
financial statements.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment for each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

The carrying amount of borrowings pursuant to the Company's revolving line
of credit agreement approximates fair value because the rate on such agreement
is variable, based on current market rates.

F-68
<PAGE>

CORELINK STAFFING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 28, JUNE 28,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Furniture and fixtures........................... $ 112,086 $ 114,164
Office equipment................................. 336,981 368,309
Leasehold improvements........................... 4,107 5,795
--------- ---------
453,174 488,268
Accumulated depreciation......................... (271,883) (291,948)
--------- ---------
$ 181,291 $ 196,320
========= =========
</TABLE>

(4) LINE OF CREDIT

The Company maintains a revolving line of credit, due on demand, that allows
for borrowings of up to $750,000. Borrowings made under this agreement bear
interest at prime plus 3/4% (9.25% at December 28, 1997). The line is secured
by all of the business assets and guaranteed by two shareholders up to
$750,000. If not called by the lender prior to August 20, 1998, the
outstanding principal plus all accrued unpaid interest is due on August 20,
1998. The Company is in the process of renewing this line of credit for which
the lender generally grants a 30-day period.

The line of credit is subject to certain financial covenants including
current ratio and total liabilities in relation to tangible net worth. The
Company was in compliance with such covenants at December 28, 1997 and June
28, 1998.

The weighted average interest rate for the year ended December 28, 1997 was
8.25%.

(5) EMPLOYEE BENEFIT PLAN

The Company's Savings Investment and Profit Sharing Plan provides for a
401(k) plan (the Plan). Under the terms of the Plan, all employees that have
completed one year of service in which they worked at least 1,000 hours are
eligible to participate. Until December 31, 1997 highly compensated employees,
as defined under the Plan, were ineligible to participate. Effective January
1, 1998, the plan was revised to include highly compensated employees.

The Company may make a matching contribution equal to a percentage of the
employee contributions. Employees are eligible for matching contributions if
they are an active member of the Plan and have 1,000 or more hours of service
in the Plan year.

During 1997, the Company chose to match 25% of staff employee contributions
which amounted to $10,867.

(6) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expenses for operating leases
(except those with lease terms of a month or less that were not renewed) were
approximately $151,390, $77,217 and $72,275 for the year ended December 28,
1997, and the six months ended June 29, 1997 and June 28, 1998, respectively.

F-69
<PAGE>

CORELINK STAFFING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases as of
December 28, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER
--------------------
<S> <C>
1998.......................................................... $169,208
1999.......................................................... 169,634
2000.......................................................... 169,634
2001.......................................................... 98,439
--------
Total minimum lease payments................................ $606,915
========
</TABLE>

(7) OTHER

In January 1998, the Company entered into an agreement with Abbott HR, Inc.
(Abbott) in order to transfer service rights of seven accounts to Abbott. The
accounts transferred to Abbott generated revenues of $1,356,000 in 1997 with
an estimated gross margin of 3.8%. The Company has the right to receive
certain payments in 1998 under the agreement, however, such amounts are not
expected to be material.

On December 28, 1997, the Company paid an officer, who is also a
shareholder, a bonus in the amount of $750,000 which is included in selling,
general and administrative expenses.

On March 29, 1998, the Company paid an officer, who is also a shareholder, a
bonus in the amount of $250,000 which is included in selling, general and
administrative expenses.

(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-70
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Boards of Directors
Absolutely Professional Staffing, Inc.
Botal Associates, Inc.:

We have audited the accompanying combined balance sheets of Absolutely
Professional Staffing, Inc. and Botal Associates, Inc. as of December 31, 1996
and 1997 and the related combined statements of income and shareholders'
equity and cash flows for the years then ended. These combined financial
statements are the responsibility of the Companies' managements. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of
Absolutely Professional Staffing, Inc. and Botal Associates, Inc. as of
December 31, 1996 and 1997, and the results of their operations and their cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
May 8, 1998

F-71
<PAGE>

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS DECEMBER 31,
------ --------------------- JUNE 30,
1996 1997 1998
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash....................................... $ 1,012 $ 16,632 $ 107,141
Accounts receivable, net of allowance for
doubtful accounts of $19,350 in 1996, 1997
and 1998.................................. 1,121,370 1,781,230 1,712,552
Due from officers.......................... 28,795 33,795 --
Prepaid expenses and other current assets.. 54,067 74,195 86,063
---------- ---------- ----------
Total current assets..................... 1,205,244 1,905,852 1,905,756
Property and equipment, net................ 76,735 134,896 269,976
Other assets............................... 28,994 28,373 9,385
---------- ---------- ----------
Total assets............................. $1,310,973 $2,069,121 $2,185,117
========== ========== ==========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Current liabilities:
Accounts payable and accrued liabilities... $ 265,560 $ 288,860 $ 367,910
Capital lease obligation, current portion.. 12,186 5,799 22,685
Loans payable.............................. 458,876 551,607 97,757
---------- ---------- ----------
Total current liabilities................ 736,622 846,266 488,352
---------- ---------- ----------
Capital lease obligation, less current por-
tion...................................... 17,521 15,063 80,077
Commitments and contingencies
Shareholders' equity:
Absolutely Professional Staffing, Inc.--
Common Stock no par value; 200 shares
authorized, issued and outstanding........ 2,000 2,000 2,000
Botal Associates, Inc.-- Common Stock no
par value; 10,000 shares authorized, 5,000
shares issued and outstanding............. 28,600 28,600 28,600
Retained earnings.......................... 526,230 1,177,192 1,586,088
---------- ---------- ----------
Total shareholders' equity............... 556,830 1,207,792 1,616,688
---------- ---------- ----------
Total liabilities and shareholders'
equity.................................. $1,310,973 $2,069,121 $2,185,117
========== ========== ==========
</TABLE>

See accompanying notes to combined financial statements.

F-72
<PAGE>

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

COMBINED STATEMENTS OF INCOME AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED JUNE
DECEMBER 31, 30,
----------------------- ----------------------
1996 1997 1997 1998
---------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Service fees................ $5,310,616 $ 9,784,027 $4,603,433 $5,904,174
Permanent placement fees.... 677,115 625,465 97,000 325,500
---------- ----------- ---------- ----------
Revenues from services.... 5,987,731 10,409,492 4,700,433 6,229,674
Cost of services.............. 3,771,947 6,920,287 3,128,432 4,038,096
---------- ----------- ---------- ----------
Gross profit.............. 2,215,784 3,489,205 1,572,001 2,191,578
Selling, general and
administrative expenses...... 2,039,487 2,555,198 1,176,054 1,360,038
---------- ----------- ---------- ----------
Operating income.......... 176,297 934,007 395,947 831,540
Interest expense.............. 62,343 90,839 42,876 22,579
Other (income) expense........ 890 (8,714) (526) (1,221)
---------- ----------- ---------- ----------
Income before income
taxes.................... 113,064 851,882 353,597 810,182
Income tax expense............ 25,705 42,560 15,603 96,978
---------- ----------- ---------- ----------
Net income................ 87,359 809,322 337,994 713,204
Retained earnings--beginning
of period.................... 446,871 526,230 526,230 1,177,192
Distributions to shareholders. (8,000) (158,360) -- (304,308)
---------- ----------- ---------- ----------
Retained earnings--end of
period....................... $ 526,230 $ 1,177,192 $ 864,224 $1,586,088
========== =========== ========== ==========
</TABLE>

See accompanying notes to combined financial statements.

F-73
<PAGE>

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
-------------------- --------------------
1996 1997 1997 1998
--------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income......................... $ 87,359 $ 809,322 $ 337,994 $ 713,204
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization..... 43,008 44,865 19,900 25,974
Change in operating assets and
liabilities:
Accounts receivable.............. (380,345) (659,860) (185,942) 68,678
Prepaid expenses and other
current assets.................. (4,638) (20,128) 2,729 6,608
Other assets..................... -- (892) -- --
Accounts payable and accrued
liabilities..................... 158,999 23,300 41,640 79,050
--------- --------- --------- ---------
Net cash provided by (used in)
operating activities........... (95,617) 196,607 216,321 893,514
--------- --------- --------- ---------
Cash flows from investing
activities:
Purchase of property and equipment. (1,516) (101,513) (4,077) (65,937)
Due from officers.................. 14,000 (5,000) (37,091) 33,795
--------- --------- --------- ---------
Net cash provided by (used in)
investing activities........... 12,484 (106,513) (41,168) (32,142)
--------- --------- --------- ---------
Cash flows from financing
activities:
Net borrowings (payments) under the
loans payable..................... 105,417 92,731 (121,733) (453,850)
Distributions to shareholders...... (8,000) (158,360) -- (304,308)
Payment of capital lease
obligation........................ (22,051) (8,845) (16,738) (12,705)
--------- --------- --------- ---------
Net cash provided by (used in)
financing activities........... 75,366 (74,474) (138,471) (770,863)
--------- --------- --------- ---------
Net increase (decrease) in cash..... (7,767) 15,620 36,682 90,509
Cash at beginning of period......... 8,779 1,012 1,012 16,632
--------- --------- --------- ---------
Cash at end of period............... $ 1,012 $ 16,632 $ 37,694 $ 107,141
========= ========= ========= =========
Supplemental disclosure of cash flow
information--
Cash paid for interest............. $ 42,952 $ 69,680 $ 42,876 $ 22,579
========= ========= ========= =========
Cash paid for income taxes......... $ 55,731 $ 33,667 $ 4,115 $ 1,038
========= ========= ========= =========
Noncash investing activities--
capital lease obligation........... $ -- $ -- $ -- $ 94,605
========= ========= ========= =========
</TABLE>

See accompanying notes to combined financial statements.

F-74
<PAGE>

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS OF ORGANIZATION

Nature of Operations

Absolutely Professional Staffing, Inc. (APS) was incorporated in the state
of New York. APS provides temporary worksite personnel and permanent placement
of personnel to business and professional service organizations.

The accompanying combined financial statements include the accounts of APS
and an affiliated company, under common control, Botal Associates, Inc.
(Botal, and together with APS, the "Company"). Botal provides temporary
worksite personnel to business and professional service organizations. Botal
commenced operations in December 1969. As common control exists among the
entities, combined financial statements are presented. All significant
intercompany accounts and transactions have been eliminated in combination.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Trade Accounts Receivable--Credit Risk

Property and Equipment

Property and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of property sold or otherwise disposed of and the accumulated
depreciation applicable thereto are eliminated from the accounts and resulting
gain or loss is reflected in operations. The cost of property is being
depreciated over the estimated useful lives of the related assets using the
straight-line method. The useful lives of the property and equipment for
purposes of computing depreciation was five years.

F-75
<PAGE>

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Income taxes

APS has elected to be treated as an S corporation for Federal and certain
state income tax purposes. As an S corporation, the earnings of APS are
reported by the individual shareholders and APS is not responsible for Federal
or certain state income taxes. The Company has provided for state and local
income taxes for those taxing jurisdictions which do not recognize the S
corporation status.

Botal is treated as a C corporation for Federal and state income tax
purposes. As a C corporation, income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.

Revenue and Cost Recognition

The Company recognizes permanent placement revenues when the employment
offer and acceptance has occurred and the candidate's employment start date
has been established. Revenues from permanent placements are reported in the
statements of operations net of estimated adjustments due to placed candidates
that terminate employment within the Company's guarantee period (generally 60-
90 days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash, receivables and accounts payable approximate
their fair values due to the short-term maturities of these instruments.

Fair values of the amounts due from officers could not be obtained without
incurring excessive costs due to the related party nature of such instruments.

The carrying amount of borrowings pursuant to the Company's loans payable
approximates fair value because the rate on such note is based on current
market rates.

F-76
<PAGE>

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and fixtures...................... $138,190 $ 90,629 $127,105
Office equipment............................ 96,658 202,181 271,253
Leasehold improvements...................... 71,889 56,994 111,989
-------- -------- --------
306,737 349,804 510,347
Less: accumulated depreciation.............. 230,002 214,908 240,371
-------- -------- --------
$ 76,735 $134,896 $269,976
======== ======== ========
</TABLE>

(4) INCOME TAXES

The combined income tax provision consists of the following current income
taxes:

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
--------------- ---------------
1996 1997 1997 1998
------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Federal................................... $ 4,138 $18,786 $ 4,220 $13,917
State..................................... 21,567 23,774 11,383 83,061
------- ------- ------- -------
$25,705 $42,560 $15,603 $96,978
======= ======= ======= =======
</TABLE>

Income tax expense differs from amounts computed by applying the statutory
income tax rate to income before taxes as follows:

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------------- -------------------
1996 1997 1997 1998
-------- --------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income tax at statutory rate......... $ 38,442 $ 289,640 $120,223 $ 275,462
Adjustments resulting from:
Nondeductible expenses............. 9,845 6,681 (6,609) --
State income taxes, net of federal
benefit........................... 19,204 19,233 10,988 77,692
Income of S corporation not subject
to federal corporate tax.......... (36,769) (261,396) (99,557) (244,426)
Effect of graduated tax rates...... (5,242) (11,746) (10,471) (11,750)
Other.............................. 225 148 1,029 --
-------- --------- -------- ---------
Total income taxes............... $ 25,705 $ 42,560 $ 15,603 $ 96,978
======== ========= ======== =========
</TABLE>

Deferred income tax effects are not significant.

(5) LOANS PAYABLE

The Company has a loan financing agreement with a bank which allows the
Company to borrow up to a maximum of $600,000 and $200,000 for APS and Botal,
respectively, or up to 80% of the outstanding accounts receivable, whichever
is less. The loan is collateralized by a security interest in all of the
outstanding accounts receivable and the Company's property and equipment. The
loan bears interest at prime plus 6.0% and was 14.25% and 14.5% at December
31, 1996 and 1997, respectively.

F-77
<PAGE>

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(6) COMMITMENTS AND CONTINGENCIES
(a) Leases

The Company leases office space under noncancelable lease agreements.
Rental expense for operating leases for the years ended December 31, 1996
and 1997 was approximately $117,219 and $121,733, respectively.

Future minimum lease payments under noncancelable operating leases and
capital leases as of December 31, 1997 are:

<TABLE>
<CAPTION>
OPERATING CAPITAL
YEAR ENDING DECEMBER 31, LEASE LEASE
------------------------ --------- -------
<S> <C> <C>
1998................................................... $ 93,607 $11,572
1999................................................... 96,243 5,071
2000................................................... 100,094 5,071
2001................................................... 104,101 4,849
2002................................................... 108,264 --
-------- -------
Total minimum lease payments........................... $502,309 26,563
========
Less: interest component (interest rate 10.5%)......... 5,711
-------
Present value of minimum lease payments................ 20,862
Less: current portion.................................. 5,799
-------
Non-current portion.................................... $15,063
=======
</TABLE>

(b) Legal Proceedings

The Company is a defendant in a lawsuit alleging that a current employee
breached an employment agreement with a former employer. The lawsuit
alleges, among other things, unfair competition, civil conspiracy and
tortuous and malicious interference with prospective economic advantage.
Damages have not been specified. The Company will vigorously defend the
lawsuit, however, the ultimate resolution of such claim is not known.

(7) RELATED-PARTY TRANSACTIONS

At December 31, 1996 and 1997, amounts due from officers were $28,795 and
$33,795, respectively, bore interest at 8.5% and were due on-demand.

An officer of the Company has guaranteed the Loans Payable (see note 5).

(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-78
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
TOSI Placement Services Inc.

We have audited the accompanying balance sheets of TOSI Placement Services
Inc. as of December 28, 1996 and December 27, 1997 and the statements of
income, shareholder's equity and changes in financial position for each of the
fifty-two week periods in the three-year period ended December 27, 1997, all
expressed in United States dollars. 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 in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance 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 TOSI Placement Services
Inc. as of December 28, 1996 and December 27, 1997 and the results of its
operations and the changes in its financial position for each of the fifty-two
week periods in the three-year period ended December 27, 1997 in accordance
with generally accepted accounting principles in Canada, which also conform in
all material respects with generally accepted accounting principles in the
United States.

KPMG Peat Marwick LLP

Houston, Texas
June 3, 1998

F-79
<PAGE>

TOSI PLACEMENT SERVICES INC.

BALANCE SHEETS

(STATED IN UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
DECEMBER 28, DECEMBER 27, JUNE 27,
ASSETS 1996 1997 1998
------ ------------ ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash................................... $ 112,215 $ 201,603 $ 313,696
Trade accounts receivable, net of
allowance of 1996--$2,253; 1997--
$2,159 and 1998--$2,400............... 798,904 1,164,114 1,066,455
Income tax receivable.................. -- -- 228,006
Prepaid expenses and other assets...... 1,351 5,955 10,674
--------- ---------- ----------
912,470 1,371,672 1,618,831
Capital assets (note 3).................. 39,772 52,669 51,145
--------- ---------- ----------
$ 952,242 $1,424,341 $1,669,976
========= ========== ==========
<CAPTION>
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
<S> <C> <C> <C>
Current liabilities:
Accounts payable and accrued
liabilities........................... $ 95,423 $ 132,847 $ 62,305
Accrued payroll and related taxes...... 370,543 101,830 127,767
Management bonus payable............... -- -- 637,643
Income taxes payable................... 242 319,150 --
--------- ---------- ----------
466,208 553,827 827,715
Due to shareholder (note 4).............. 92,587 -- --
Shareholder's equity:
10% non-cumulative, retractable,
redeemable, non-voting special shares,
no par value; 1,000,000 shares
authorized; 0 shares issued and
outstanding........................... -- -- --
Common shares, no par value; 1,000,000
shares authorized; 100 shares issued
and outstanding....................... 79 79 79
Retained earnings...................... 399,522 909,499 903,249
Cumulative translation adjustment...... (6,154) (39,064) (61,067)
--------- ---------- ----------
393,447 870,514 842,261
Commitment (note 7)
--------- ---------- ----------
$ 952,242 $1,424,341 $1,669,976
========= ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-80
<PAGE>

TOSI PLACEMENT SERVICES INC.

STATEMENTS OF INCOME

(STATED IN UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
TWENTY-SIX WEEK
FIFTY-TWO WEEK PERIODS ENDED PERIODS ENDED
-------------------------------------- ----------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, JUNE 28, JUNE 27,
1995 1996 1997 1997 1998
------------ ------------ ------------ ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Service fees.......... $4,829,220 $6,797,443 $9,309,234 $4,626,391 $6,052,454
Permanent placement
fees................. 63,871 70,081 174,382 82,859 84,775
---------- ---------- ---------- ---------- ----------
Revenues from
services........... 4,893,091 6,867,524 9,483,616 4,709,250 6,137,229
Cost of services...... 3,840,683 5,428,944 7,288,978 3,625,885 4,745,458
---------- ---------- ---------- ---------- ----------
Gross profit........ 1,052,408 1,438,580 2,194,638 1,083,365 1,391,771
Selling, general and
administrative
expenses............. 824,777 1,002,540 1,323,744 651,881 749,541
Management bonus...... 87,425 284,541 -- -- 649,953
---------- ---------- ---------- ---------- ----------
Operating income
(loss)............. 140,206 151,499 870,894 431,484 (7,723)
Other income (expense):
Interest expense...... (12,956) (13,666) (5,436) (5,493) --
Other income.......... 11,370 4,872 7,131 2,710 7,723
---------- ---------- ---------- ---------- ----------
Income before income
taxes.............. 138,620 142,705 872,589 428,701 --
Income tax expense.... 32,784 33,148 362,612 177,587 6,250
---------- ---------- ---------- ---------- ----------
Net income (loss)... $ 105,836 $ 109,557 $ 509,977 $ 251,114 $ (6,250)
========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-81
<PAGE>

TOSI PLACEMENT SERVICES INC.

STATEMENTS OF SHAREHOLDER'S EQUITY

(STATED IN UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
COMMON SHARES CUMULATIVE
------------- RETAINED TRANSLATION
SHARES AMOUNT EARNINGS ADJUSTMENT TOTAL
------ ------ -------- ----------- --------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995......... 100 $79 $184,129 $ (9,845) $174,363
Net income....................... -- -- 105,836 -- 105,836
Translation adjustment........... -- -- -- 5,627 5,627
--- --- -------- -------- --------
Balance, December 30, 1995....... 100 79 289,965 (4,218) 285,826
Net income....................... -- -- 109,557 -- 109,557
Translation adjustment........... -- -- -- (1,936) (1,936)
--- --- -------- -------- --------
Balance, December 28, 1996....... 100 79 399,522 (6,154) 393,447
Net income....................... -- -- 509,977 -- 509,977
Translation adjustment........... -- -- -- (32,910) (32,910)
--- --- -------- -------- --------
Balance, December 27, 1997....... 100 79 909,499 (39,064) 870,514
Net loss (unaudited)............. -- -- (6,250) -- (6,250)
Translation adjustment (unau-
dited).......................... -- -- -- (22,003) (22,003)
--- --- -------- -------- --------
Balance, June 27, 1998 (unau-
dited).......................... 100 $79 $903,249 $(61,067) $842,261
=== === ======== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-82
<PAGE>

TOSI PLACEMENT SERVICES INC.

STATEMENTS OF CHANGES IN FINANCIAL POSITION

(STATED IN UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
TWENTY-SIX WEEK
FIFTY-TWO WEEK PERIODS ENDED PERIODS ENDED
-------------------------------------- --------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, JUNE 28, JUNE 27,
1995 1996 1997 1997 1998
------------ ------------ ------------ --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash provided by (used
for):
Operations:
Net income (loss)..... $ 105,836 $ 109,557 $ 509,977 $ 251,114 $ (6,250)
Add item not involving
cash:
Amortization........ 15,715 16,234 21,289 7,277 8,740
Change in operating
assets and
liabilities:
Trade accounts
receivable......... (197,382) (188,441) (365,210) 30,173 97,659
Prepaid expenses and
other assets....... (11,326) 13,179 (4,604) (3,708) (232,725)
Accounts payable and
accrued
liabilities........ (29,390) 234,537 87,619 (139,540) 273,888
--------- --------- --------- --------- ---------
(116,547) 185,066 249,071 145,316 141,312
Financing:
Increase (decrease) of
due to shareholder... 1,037 (73,762) (92,587) 21,067 --
Other................. 5,627 (1,936) (32,910) (4,732) (22,003)
--------- --------- --------- --------- ---------
6,664 (75,698) (125,497) 16,335 (22,003)
Investments:
Additions to capital
assets............... (29,501) (15,794) (34,186) (26,756) (7,216)
--------- --------- --------- --------- ---------
Increase (decrease) in
cash................... (139,384) 93,574 89,388 134,895 112,093
Cash, beginning of peri-
od..................... 158,025 18,641 112,215 112,215 201,603
--------- --------- --------- --------- ---------
Cash, end of period..... $ 18,641 $ 112,215 $ 201,603 $ 247,110 $ 313,696
========= ========= ========= ========= =========
Supplemental informa-
tion:
Cash paid for
interest............. $ 12,956 $ 13,666 $ 5,436 $ 5,493 $ --
Cash paid for taxes... 33,845 36,612 33,162 64,175 613,406
========= ========= ========= ========= =========
</TABLE>

See accompanying notes to financial statements.

F-83
<PAGE>

TOSI PLACEMENT SERVICES INC.

NOTES TO FINANCIAL STATEMENTS

(STATED IN UNITED STATES DOLLARS)

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 27, 1998 AND
JUNE 28, 1997 IS UNAUDITED)

1. BUSINESS AND ORGANIZATION

Nature of Operation

TOSI Placement Services Inc. (the "Company") is incorporated under the laws
of Ontario, Canada and is engaged in the provision of temporary, contract and
permanent personnel to business, professional services organizations and
government agencies located in Canada.

2. SIGNIFICANT ACCOUNTING POLICIES:

The financial statements are prepared in accordance with accounting
principles generally accepted in Canada which, in the case of the Company,
conform in all material respects with accounting principles generally accepted
in the United States, except as discussed in the following paragraph.

In June 1997, the United States Financial Accounting Standards Board issued
SFAS 130, "Reporting Comprehensive Income". This statement establishes
standards for reporting and displaying comprehensive income and its components
in a financial statement that is displayed with the same prominence as other
financial statements. This statement is effective for fiscal years beginning
after December 15, 1997. There is no similar reporting requirement under
accounting principles generally accepted in Canada. For the six months ended
June 28, 1997 and June 27, 1998, under United States generally accepted
accounting principles, total comprehensive income (loss) was $246,382 and
$(28,253), respectively.

Interim financial information:

The interim financial statements as of June 27, 1998 and for the twenty-six
week periods ended June 28, 1997 and June 27, 1998 are unaudited, and certain
information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been omitted. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to fairly present
the financial position, results of operations and cash flows with respect to
the interim financial statements have been included. The results of operations
for the interim periods are not necessarily indicative of the results for the
entire fiscal year.

Reporting currency:

The operating and measurement currency of the Company is the Canadian
dollar. The reporting currency used by the Company is the United States
dollar.

The Company uses the current rate method to translate the financial
statements from Canadian dollars into United States dollars. Under the current
rate method, assets and liabilities are translated at the rate of exchange in
effect at the balance sheet date and revenues and expenses at the average rate
for the period. Exchange gains or losses arising from the translation of the
financial statements are included in cumulative translation adjustments as a
separate component of shareholder's equity.

Revenue recognition:

The Company recognizes temporary staffing revenues when the services are
performed. The Company recognizes permanent placement revenues when the
employment offer and acceptance has occurred and employment has commenced.

F-84
<PAGE>

TOSI PLACEMENT SERVICES INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Gross profit:

Gross profit from the Company's temporary services is determined by
deducting the direct cost of services for temporary revenues (temporary and
contract personnel payroll, vacation pay, statutory holiday pay and payroll
taxes) from total service revenues. Gross profit from the Company's permanent
placement services is equal to revenues, as the primary costs associated with
permanent placement revenues are sales commissions, which increase in
proportion with service revenue from permanent placements. Sales commissions
for permanent placement services are included in selling, general and
administrative expenses.

Capital assets:

Capital assets are recorded at cost. Amortization is calculated using the
following rates and methods:

<TABLE>
<S> <C> <C>
Computers......................... diminishing balance 30%
Furniture and fixtures............ diminishing balance 20%
Leasehold improvements............ straight-line over the lease term
</TABLE>

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.

Financial instruments:

The carrying values of cash, trade accounts receivable and accounts payable
and accrued liabilities approximate their fair values due to the relatively
short periods to the maturity of the instruments.

3. CAPITAL ASSETS:

<TABLE>
<CAPTION>
DECEMBER 28, 1996
-----------------------------
NET
ACCUMULATED BOOK
COST AMORTIZATION VALUE
-------- ------------ -------
<S> <C> <C> <C>
Computers................................... $ 80,648 $47,566 $33,082
Furniture and fixtures...................... 5,724 2,646 3,078
Leasehold improvements...................... 6,020 2,408 3,612
-------- ------- -------
$ 92,392 $52,620 $39,772
======== ======= =======
<CAPTION>
DECEMBER 27, 1997
-----------------------------
NET
ACCUMULATED BOOK
COST AMORTIZATION VALUE
-------- ------------ -------
<S> <C> <C> <C>
Computers................................... $104,081 $63,126 $40,955
Furniture and fixtures...................... 11,740 4,376 7,364
Leasehold improvements...................... 7,867 3,517 4,350
-------- ------- -------
$123,688 $71,019 $52,669
======== ======= =======
<CAPTION>
JUNE 27, 1998
-----------------------------
NET
ACCUMULATED BOOK
COST AMORTIZATION VALUE
-------- ------------ -------
(UNAUDITED)
<S> <C> <C> <C>
Computers................................... $ 46,383 $ 6,958 $39,425
Furniture and fixtures...................... 9,096 872 8,224
Leasehold improvements...................... 4,240 744 3,496
-------- ------- -------
$ 59,719 $ 8,574 $51,145
======== ======= =======
</TABLE>

F-85
<PAGE>

TOSI PLACEMENT SERVICES INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. DUE TO SHAREHOLDER:

The amount due to the shareholder of the Company bore interest at prime plus
1% and was not subject to specified terms of repayment. All assets of the
Company have been pledged as security. The amount was fully repaid during
1997. Interest paid was: 1995--$12,956; 1996--$13,666; 1997--$5,436.

5. CONCENTRATION OF CREDIT RISK:

The Company derives substantially all of its revenues from the financial
services industry and government agencies. At June 27, 1998, 32% (December 27,
1997--40%; December 28, 1996--41%; December 30, 1995--31%) of the Company's
trade accounts receivable are due from customers in the financial services
industry and 30% (December 27, 1997--23%; December 28, 1996--15%; December 30,
1995--26%) are due from government agencies.

The Company performs ongoing credit evaluations of its customers to
determine credit to be extended and maintains reserves for potential bad
debts.

6. INCOME TAXES:

<TABLE>
<CAPTION>
TWENTY-SIX WEEK
FIFTY-TWO WEEK PERIODS ENDED PERIODS ENDED
-------------------------------------- -----------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, JUNE 28, JUNE 27,
1995 1996 1997 1997 1998
------------ ------------ ------------ -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Current:
Federal......... $18,942 $19,214 $232,592 $113,656 $ --
Provincial...... 13,842 13,934 130,020 63,931 6,250
------- ------- -------- -------- ------
Total......... $32,784 $33,148 $362,612 $177,587 $6,250
======= ======= ======== ======== ======
</TABLE>

Income tax expense differs from amounts computed by applying the statutory
rate to income before income taxes as follows:

<TABLE>
<CAPTION>
TWENTY-SIX WEEK
FIFTY-TWO WEEK PERIODS ENDED PERIODS ENDED
-------------------------------------- ------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, JUNE 28, JUNE 27,
1995 1996 1997 1997 1998
------------ ------------ ------------ -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Income tax expense at
the statutory rate..... $60,022 $61,791 $387,430 $190,343 $ --
Increase (decrease)
resulting from:
Small business
deduction............ (32,056) (32,268) (31,783) (16,543) --
Non-deductible
expenses............. 729 2,787 4,334 2,225 600
Other................. 4,089 838 2,631 1,562 5,650
------- ------- -------- -------- ------
$32,784 $33,148 $362,612 $177,587 $6,250
======= ======= ======== ======== ======
</TABLE>

Deferred income tax effects are not significant.

F-86
<PAGE>

TOSI PLACEMENT SERVICES INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. COMMITMENT:

The Company leases premises and equipment under operating leases. The lessee
under one of the Company's operating leases is secured by an assignment of the
Company's accounts receivable. The annual minimum lease payments are as
follows:

<TABLE>
<S> <C>
1998............................................................. $ 46,486
1999............................................................. 46,486
2000............................................................. 41,256
2001............................................................. 37,166
--------
$171,394
========
</TABLE>
(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholder signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-87
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Access Staffing Inc.:

We have audited the accompanying balance sheets of Access Staffing Inc. as
of December 31, 1996 and 1997 and the related statements of operations,
shareholders' equity and cash flows for each of the years then ended. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Access Staffing Inc. as of
December 31, 1996 and 1997 and the results of its operations and its cash
flows for each of the years then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
April 24, 1998

F-88
<PAGE>

ACCESS STAFFING INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS DECEMBER 31,
------ ---------------------- JUNE 30,
1996 1997 1998
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................ $ 633,821 $1,055,442 $ 153,469
Trade accounts receivable................ 859,520 672,423 623,506
Prepaid expenses and other assets........ 18,030 22,095 29,606
Cash surrender value of life insurance... 72,909 145,297 143,487
---------- ---------- ----------
Total current assets................... 1,584,280 1,895,257 950,068
Property and equipment, net................ 27,605 51,961 39,961
Other assets............................... 96,742 95,243 97,844
---------- ---------- ----------
Total assets........................... $1,708,627 $2,042,461 $1,087,873
========== ========== ==========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Current liabilities:
Accounts payable......................... $ 22,731 $ 20,194 $ 8,001
Accrued expenses......................... 48,944 18,461 9,173
Accrued payroll and related taxes........ 104,337 82,386 67,692
Accrued income taxes..................... 178,786 315,846 --
Deferred tax liability................... 304,098 223,874 214,259
Line of credit........................... -- -- 200,000
---------- ---------- ----------
Total current liabilities.............. 658,896 660,761 499,125
Common stock held by ESOP, subject to put
(note 4).................................. 926,469 1,026,862 --
Shareholders' equity:
Common stock, no par value; 1,000,000
shares authorized, 296,000 shares issued
and 259,688, 255,013 and 202,000 shares
outstanding at December 31, 1996 and
1997 and June 30, 1998, respectively.... 83,500 83,500 83,500
Retained earnings........................ 1,154,990 1,511,596 1,663,809
Treasury stock, 36,312, 40,987 and 94,000
shares at cost at December 31, 1996 and
1997 and June 30, 1998, respectively.... (188,759) (213,396) (1,158,561)
Common stock held by ESOP, subject to put
(note 4)................................ (926,469) (1,026,862) --
---------- ---------- ----------
Total shareholders' equity............. 123,262 354,838 588,748
---------- ---------- ----------
Total liabilities and shareholders'
equity................................ $1,708,627 $2,042,461 $1,087,873
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-89
<PAGE>

ACCESS STAFFING INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED JUNE
DECEMBER 31, 30,
--------------------- ---------------------
1996 1997 1997 1998
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues from services............. $8,866,850 $8,557,510 $4,500,220 $3,910,041
Cost of services................... 6,744,659 6,425,407 3,409,363 2,811,701
---------- ---------- ---------- ----------
Gross profit..................... 2,122,191 2,132,103 1,090,857 1,098,340
Selling, general and administrative
expense........................... 1,457,384 1,554,765 773,811 833,147
---------- ---------- ---------- ----------
Operating income................. 664,807 577,338 317,046 265,193
Interest expense................... 4,336 911 911 --
Other income....................... 63,916 32,906 14,298 15,754
---------- ---------- ---------- ----------
Income before income tax expense. 724,387 609,333 330,433 280,947
Income tax expense................. 296,134 252,727 135,654 128,734
---------- ---------- ---------- ----------
Net income....................... $ 428,253 $ 356,606 $ 194,779 $ 152,213
========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-90
<PAGE>

ACCESS STAFFING INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK HELD
BY ESOP, SUBJECT TO
COMMON STOCK PUT
--------------- RETAINED TREASURY --------------------
SHARES AMOUNT EARNINGS STOCK SHARES AMOUNT TOTAL
------- ------- ---------- ----------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1995................... 296,000 $83,500 $ 726,737 $ (5,230) (92,511) $ (487,533) $317,474
Net income.............. -- -- 428,253 -- -- -- 428,253
Change in value of
common stock subject to
put.................... -- -- -- -- -- (622,465) (622,465)
Repurchase of ESOP
shares................. -- -- -- (183,529) 34,823 183,529 --
------- ------- ---------- ----------- ------- ----------- --------
Balance, December 31,
1996................... 296,000 83,500 1,154,990 (188,759) (57,688) (926,469) 123,262
Net income.............. -- -- 356,606 -- -- -- 356,606
Change in value of
common stock subject to
put.................... -- -- -- -- -- (125,030) (125,030)
Repurchase of ESOP
shares................. -- -- -- (24,637) 4,675 24,637 --
------- ------- ---------- ----------- ------- ----------- --------
Balance, December 31,
1997................... 296,000 83,500 1,511,596 (213,396) (53,013) (1,026,862) 354,838
Net income (unaudited).. -- -- 152,213 -- -- -- 152,213
Change in value of
common stock subject to
put (unaudited)........ -- -- -- -- -- 81,697 81,697
Repurchase of ESOP
shares (unaudited)..... -- -- -- (945,165) 53,013 945,165 --
------- ------- ---------- ----------- ------- ----------- --------
Balance, June 30, 1998
(unaudited)............ 296,000 $83,500 $1,663,809 $(1,158,561) -- $ -- $588,748
======= ======= ========== =========== ======= =========== ========
</TABLE>

See accompanying notes to financial statements.

F-91
<PAGE>

ACCESS STAFFING INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
--------------------- --------------------
1996 1997 1997 1998
--------- ---------- -------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income....................... $ 428,253 $ 356,606 $194,779 $ 152,213
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation.................... 31,342 41,307 8,800 12,000
Change in operating assets and
liabilities:
Trade accounts receivable...... (52,023) 187,097 107,350 48,917
Prepaid expenses and other
assets........................ 10,284 (2,566) 6,330 (10,112)
Cash surrender value of life
insurance..................... (13,121) (72,388) (24,129) 1,810
Accounts payable and accrued
liabilities................... 98,032 (54,971) (79,692) (36,175)
Accrued income taxes........... 178,786 137,060 175,787 (315,846)
Deferred tax provision......... 97,348 (63,919) (43,733) (9,615)
--------- ---------- -------- ----------
Net cash provided by (used in)
operating activities......... 778,901 528,226 345,492 (156,808)
--------- ---------- -------- ----------
Cash flows from investing
activities--
Purchase of property and
equipment....................... (39,312) (81,968) (57,758) --
--------- ---------- -------- ----------
Cash flows from financing
activities--
Proceeds from line of credit..... -- -- -- 200,000
Repurchase of stock from ESOP.... (183,529) (24,637) (21,157) (945,165)
--------- ---------- -------- ----------
Net cash used by financing
activities................... (183,529) (24,637) (21,157) (745,165)
--------- ---------- -------- ----------
Net change in cash and cash
equivalents...................... 556,060 421,621 266,577 (901,973)
Cash and cash equivalents at
beginning of period.............. 77,761 633,821 633,821 1,055,442
--------- ---------- -------- ----------
Cash and cash equivalents at end
of period........................ $ 633,821 $1,055,442 $900,398 $ 153,469
========= ========== ======== ==========
Supplemental disclosure of cash
flow information:
Cash paid for interest........... $ 4,336 $ -- $ -- $ --
========= ========== ======== ==========
Cash paid for taxes.............. $ -- $ 193,871 $ -- $ 485,249
========= ========== ======== ==========
</TABLE>

See accompanying notes to financial statements.

F-92
<PAGE>

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Access Staffing Inc. (the Company), incorporated in the state of California
in 1971, provides temporary personnel to business, professional service
organizations, health care facilities and government agencies located
primarily in Northern California.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

The Company provides for workers' compensation insurance, health insurance
and unemployment taxes related to its employees. A deterioration in claims
experience could result in increased costs to the Company in the future. The
Company has recorded an estimate of any existing liabilities under these
programs at each balance sheet date. The Company's future costs could also
increase if there are any material changes in government regulations related
to employment law or employee benefits.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company operates primarily in the financial service and healthcare
industry. The Company's ability to collect amounts due from customers could be
affected by economic fluctuations in its markets or these industries.

Property and Equipment

F-93
<PAGE>

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
depreciation applicable thereto are eliminated from the accounts and the
resulting gain or loss is reflected in operations.

Income Taxes

The Company has adopted the asset and liability method of accounting for
income taxes in accordance with Statement of Financial Accounting Standards
(SFAS) No. 109, Accounting for Income Taxes. Deferred income taxes are
recognized for temporary differences between financial statement and income
tax bases of assets and liabilities and net operating loss carryforwards, and
is measured using enacted tax rates expected to apply to taxable income in
years in which the temporary differences are expected to be recovered or
settled.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. The Company accounts for service fees and the
related direct payroll costs using the accrual method of accounting. Under the
accrual method, service fees relating to worksite employees with earned but
unpaid wages at the end of each period are recognized as unbilled revenues and
the related direct payroll costs for such wages are accrued as a liability
during the period in which wages are earned by the worksite employees.
Subsequent to the end of each period, such wages are paid and the related
service fees are billed.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and fixtures...................... $ 79,249 $ 91,349 $ 91,349
Computers................................... 124,081 165,317 165,317
-------- -------- --------
203,330 256,666 256,666
Less--accumulated depreciation.............. 175,725 204,705 216,705
-------- -------- --------
$ 27,605 $ 51,961 $ 39,961
======== ======== ========
</TABLE>

(4) EMPLOYEE STOCK OWNERSHIP PLAN

Access Staffing Inc. Employee Stock Ownership Plan (ESOP) is a defined
contribution plan which covers all employees as of the first of the following
month in which the employee has completed 1,000 hours of service and has
worked a period of 12 consecutive months.

In 1990, the ESOP borrowed $1,000,000 from a bank, in the form of a seven-
year loan. The ESOP used the proceeds of the loan to purchase 94,000 (31.76%)
shares of common stock of the Company directly from existing

F-94
<PAGE>

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
shareholders, which were utilized to guarantee the loan. The loan was repaid
in 1996. Interest expense incurred on such debt in 1996 was $4,336.

Prior to December 31, 1996, the guaranteed ESOP borrowing was reflected as a
liability on the Company's balance sheet, with an offsetting amount recorded
as reduction to common stock held by ESOP, subject to put. As the Company made
contributions to the ESOP, these contributions were used to repay the loan. As
the principal amount of the loan was repaid, the contra account included in
common stock held by ESOP, subject to put was reduced.

The Company recorded $140,000 of ESOP compensation expense during 1996,
utilizing the shares allocated method, related to the Company's 1996 ESOP
contribution. The Company did not make any contributions to the ESOP during
1997.

In 1996, the Company agreed to repurchase 39,498 shares of common stock held
by the ESOP at $5.27 per share, which represents the latest fair value per the
annual appraisal. During 1996 the repurchase of 34,823 of these shares was
finalized with the repurchase of the remaining 4,675 shares completed in 1997.
In accordance with the terms of the ESOP, all of these shares were repurchased
at the 1995 appraised fair value. At December 31, 1997 the ESOP owned 53,013
shares, all of which were allocated to participants.

In accordance with the requirements of the ESOP, the Company is required to
repurchase any vested shares at the current fair value. As of December 31,
1997, there were approximately 18,000 shares vested with an estimated fair
value of $19.37 per share, based on an independent appraisal.

The shares of the Company's common stock owned by the ESOP are classified
outside of shareholders' equity because of the put feature explained in the
preceding paragraph. Such shares are valued based on the estimated fair value,
as determined by independent appraisal, at the balance sheet date. Changes in
such estimated fair value are recorded directly to shareholders' equity.

Effective June 29, 1998, the Company terminated the ESOP, at which time all
shares vested according to the terms of the ESOP. Under the provisions of the
ESOP, the Company exercised its call option to repurchase all ESOP-owned
shares at their appraised value of $17.90 per share at June 29, 1998.

(5) EMPLOYEE BENEFIT PLAN

The Company has the Access Staffing, Inc. 401(k) Plan. Employees with 1,000
hours of service in a plan year may participate in the Plan. Employees may
elect to contribute up to the lesser of 15% of compensation or the maximum
allowable under the Internal Revenue Code, as defined. The Company may make
discretionary contributions to the Plan. During 1996 and 1997, the Company did
not make any contributions to the Plan.

F-95
<PAGE>

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(6) INCOME TAXES

Income tax (benefit) expense consisted of the following components:

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
----------------- ------------------
1996 1997 1997 1998
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current:
Federal................................ $140,907 $248,686 $140,858 $109,801
State.................................. 57,879 67,960 38,529 28,548
-------- -------- -------- --------
198,786 316,646 179,387 138,349
-------- -------- -------- --------
Deferred:
Federal................................ 90,515 (56,762) (41,777) (9,852)
State.................................. 6,833 (7,157) (1,956) 237
-------- -------- -------- --------
97,348 (63,919) (43,733) (9,615)
-------- -------- -------- --------
Total................................ $296,134 $252,727 $135,654 $128,734
======== ======== ======== ========
</TABLE>

Income tax expense differs from amounts computed by applying the statutory
rate to income before income tax expense as follows:

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------------ -----------------
1996 1997 1997 1998
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income tax expense at the statutory rate. $246,292 $207,173 $112,347 $ 95,522
Increase (decrease) resulting from:
State income tax, net of benefit for
federal deduction..................... 42,710 40,130 13,100 18,842
Nondeductible expenses................. 16,890 23,006 8,472 5,711
Other.................................. (9,758) (17,582) 1,735 8,659
-------- -------- -------- --------
$296,134 $252,727 $135,654 $128,734
======== ======== ======== ========
</TABLE>

The net deferred tax assets and liabilities are comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- JUNE 30,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Deferred income tax assets--accrued expenses...... $ 70,017 $ 80,429 $ 69,870
-------- -------- --------
Deferred income tax liabilities:
Property and equipment.......................... 9,028 16,187 16,187
Accounts receivable............................. 292,237 228,624 211,992
Prepaid expenses and other...................... 7,536 7,053 3,274
State taxes..................................... 65,314 52,439 52,676
-------- -------- --------
Total......................................... 374,115 304,303 284,129
-------- -------- --------
Net deferred income tax liabilities............... $304,098 $223,874 $214,259
======== ======== ========
</TABLE>

F-96
<PAGE>

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(7) LINE OF CREDIT

The Company is party to a line of credit with a bank with a total borrowing
base of $200,000, the proceeds from which were used to terminate the ESOP. At
June 30, 1998 the Company had borrowings under the line of $200,000. The line
of credit bears interest at a rate of 8.11%. The line of credit is secured by
accounts receivable of the Company and is guaranteed by the shareholders of
the Company. Borrowings under this arrangement were subsequently repaid.

(8) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases (except
those with lease terms of a month or less that were not renewed) for the years
ended December 31, 1996 and 1997 was approximately $59,161 and $92,805,
respectively. Rent expense for the six months ended June 30, 1998 was $55,776.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998.......................................................... $104,849
1999.......................................................... 77,068
2000.......................................................... 43,150
2001.......................................................... 41,800
2002.......................................................... 7,013
--------
Total minimum lease payments................................ $273,880
========
</TABLE>

(9) SIGNIFICANT CUSTOMERS

One customer accounted for approximately 15.8% of the Company's 1996
revenues. During 1997, three customers accounted for approximately 21.8%,
18.5% and 17.1%, respectively, of the Company's revenue. During the six months
ended June 30, 1998, one customer accounted for approximately 13.2% of the
Company's revenue. The loss of these customers could have a material adverse
impact on the operations of the Company.

(10) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-97
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Task Management, Inc.:

We have audited the accompanying balance sheets of Task Management, Inc. as
of December 31, 1996 and 1997, and the related statements of operations and
retained earnings and cash flows for the years then ended. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Task Management, Inc. at
December 31, 1996 and 1997, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
May 22, 1998

F-98
<PAGE>

TASK MANAGEMENT, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- JUNE 30,
ASSETS 1996 1997 1998
------ ---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash...................................... $ 422,589 $ 707 $ 110,297
Accounts receivable less allowance for
doubtful accounts of $43,000 in 1997 and
1998..................................... 1,146,626 1,067,257 1,521,148
---------- ---------- ----------
Total current assets.................... 1,569,215 1,067,964 1,631,445
Furniture and equipment, net................ 21,849 16,839 25,264
Other....................................... 833 833 833
---------- ---------- ----------
Total assets............................ $1,591,897 $1,085,636 $1,657,542
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
------------------------------------
Current liabilities:
Line of credit............................ $ -- $ -- $ 348,000
Accounts payable.......................... 93,106 314,643 97,017
Accrued payroll and payroll taxes......... 281,620 216,807 228,778
Income taxes payable...................... 549,500 1,030,700 1,147,200
Deferred income taxes..................... 329,600 -- 50,000
---------- ---------- ----------
Total liabilities....................... 1,253,826 1,562,150 1,870,995
---------- ---------- ----------
Stockholders' equity (deficit):
Common stock, $1.00 par value; 1,000
shares authorized; 1,000 shares issued
and outstanding.......................... 1,000 1,000 1,000
Additional paid in capital................ 4,000 4,000 4,000
Retained earnings (deficit)............... 333,071 (481,514) (218,453)
---------- ---------- ----------
Total stockholders' equity (deficit).... 338,071 (476,514) (213,453)
---------- ---------- ----------
$1,591,897 $1,085,636 $1,657,542
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-99
<PAGE>

TASK MANAGEMENT, INC.

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED JUNE
DECEMBER 31, 30,
--------------------- ----------------------
1996 1997 1997 1998
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Service fees.................. $4,651,835 $5,528,094 $2,837,370 $3,505,027
Permanent placement fees...... 587,010 738,952 384,761 515,528
---------- ---------- ---------- ----------
Revenues from services...... 5,238,845 6,267,046 3,222,131 4,020,555
Cost of services................ 3,431,201 4,118,973 2,172,845 2,607,777
---------- ---------- ---------- ----------
Gross profit................ 1,807,644 2,148,073 1,049,286 1,412,778
Selling, general and
administrative expenses........ 1,085,531 2,830,096 1,427,314 664,101
---------- ---------- ---------- ----------
Operating income (loss)..... 722,113 (682,023) (378,028) 748,677
Interest income, net............ 7,812 19,288 14,922 177
---------- ---------- ---------- ----------
Income (loss) before income
tax expense................ 729,925 (662,735) (363,106) 748,854
Income tax expense.............. 548,550 151,850 151,850 166,750
---------- ---------- ---------- ----------
Net income (loss)........... 181,375 (814,585) (514,956) 582,104
Retained earnings (deficit),
beginning of period............ 151,696 333,071 333,071 (481,514)
Distribution to shareholders.... -- -- -- (319,043)
---------- ---------- ---------- ----------
Retained earnings (deficit), end
of period...................... $ 333,071 $ (481,514) $ (181,885) $ (218,453)
========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-100
<PAGE>

TASK MANAGEMENT, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
-------------------- --------------------
1996 1997 1997 1998
--------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)................ $ 181,375 $(814,585) $(514,956) $ 582,104
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Noncash charges and credits:
Depreciation and
amortization................ 6,141 6,950 1,737 1,600
Deferred income taxes........ 302,500 (329,600) (329,600) 50,000
Changes in assets and
liabilities:
Accounts receivable.......... (783,836) 79,369 (42,531) (453,891)
Accounts payable............. 22,648 221,537 139,163 (217,626)
Accrued payroll and payroll
taxes....................... 41,805 (64,813) (73,137) 11,971
Income taxes payable......... 245,800 481,200 398,771 116,500
--------- --------- --------- ---------
Net cash provided by (used
in) operating activities.. 16,433 (419,942) (420,553) 90,658
--------- --------- --------- ---------
Cash flows from investing
activities:
Payments for purchase of
furniture and equipment......... (9,599) (1,940) (122) (10,025)
--------- --------- --------- ---------
Net cash used in investing
activities................ (9,599) (1,940) (122) (10,025)
--------- --------- --------- ---------
Cash flows from financing
activities:
Proceeds from (repayment of) line
of credit, net.................. (100,000) -- -- 348,000
Distribution to shareholders..... -- -- -- (319,043)
--------- --------- --------- ---------
Net cash provided by (used in)
financing activities............ (100,000) -- -- 28,957
--------- --------- --------- ---------
Net increase (decrease) in cash.... (93,166) (421,882) (420,675) 109,590
Cash at beginning of period........ 515,755 422,589 422,589 707
--------- --------- --------- ---------
Cash at end of period.............. $ 422,589 $ 707 $ 1,914 $ 110,297
========= ========= ========= =========
Cash paid during the period for:
Income taxes..................... $ 250 $ 250 $ -- $ 250
========= ========= ========= =========
Interest......................... $ 5,923 $ 1,840 $ 199 $ 1,319
========= ========= ========= =========
</TABLE>

See accompanying notes to financial statements.

F-101
<PAGE>

TASK MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
JUNE 30, 1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operation

Task Management, Inc. (the "Company") was incorporated as a C corporation in
Connecticut on July 1, 1990. Beginning July 1, 1997, the Company elected to be
treated as a subchapter S corporation for federal tax purposes. The Company's
principal business is to provide temporary and permanent information
technology personnel to businesses located principally in the northeastern
United States.

(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported and disclosed in the financial
statements and related notes. Actual results could differ from those
estimates.

Cash

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with original maturities of ninety days or less to
be cash.

Trade Accounts Receivable--Credit Risk

Furniture and Equipment

Furniture and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets, which range from three to seven years. Maintenance
and repairs are charged to expense as incurred.

Income Taxes

Effective July 1, 1997, the Company elected to be taxed as an S Corporation
for federal income tax purposes. Income tax, therefore, became principally the
responsibility of the Company's shareholders as of that

F-102
<PAGE>

TASK MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
date except that Task Management, Inc. may be subject to corporate-level tax
on the net unrealized built-in gain at July 1, 1997 that is realized during
the ten-year period after the conversion. The net unrealized built-in gain at
July 1, 1997 is the excess of the fair value of the Company's assets over the
aggregate adjusted tax bases of those assets. The taxable built-in gain is
that portion of the gain on the disposition of an asset during the ten-year
period subsequent to the conversion that is attributable to a difference
between the fair market value and the tax basis of the asset on the conversion
date. As the Company is a cash basis taxpayer, the excess of its accounts
receivable over its accounts payable and accrued liabilities also represents a
built-in taxable gain.

For periods prior to July 1, 1997, the Company was taxed as a C Corporation
and deferred tax assets and liabilities were recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities were measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

Revenue and Cost Recognition

The Company's revenues include service fees paid by its clients under client
service agreements. The Company accounts for service fees and the related
direct payroll costs using the accrual method of accounting. Under the accrual
method, service fees relating to worksite employees with earned but unpaid
wages at the end of each period are recognized as unbilled revenues and the
related direct payroll costs for such wages are accrued as a liability during
the period in which wages are earned by the worksite employees. Subsequent to
the end of each period, such wages are paid and the related service fees are
billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct costs of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placement.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash, receivables and accounts payable approximate
their fair values due to the short-term maturities of these instruments.

F-103
<PAGE>

TASK MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(3)FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------
JUNE 30,
1996 1997 1998
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture..................................... $11,228 $13,168 $13,168
Office equipment.............................. 32,091 32,091 43,716
------- ------- -------
43,319 45,259 56,884
Less accumulated depreciation................. 21,470 28,420 31,620
------- ------- -------
$21,849 $16,839 $25,264
======= ======= =======
</TABLE>

(4)SHORT-TERM DEBT

On April 22, 1998, the Company renewed a credit facility with a financial
institution which provides for borrowings up to $1,000,000, an increase of
$500,000 from the previous credit facility. Under the credit facility, the
Company pays interest at the bank's prime rate on any outstanding balance. The
prime rate of interest was 8.25% at December 31, 1996 and 8.50% at December
31, 1997 and June 30, 1998. At December 31, 1996 and 1997, the Company had no
borrowings under this credit facility. At June 30, 1998, the Company had
$348,000 outstanding under its credit facility. This credit line expires on
April 30, 2002.

(5) INCOME TAXES

Income tax expense consists of:

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------------ ------------------
1996 1997 1997 1998
-------- --------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current:
Federal............................... $212,200 $ 383,600 $383,600 $103,700
State and local, net of federal
benefit.............................. 33,850 97,850 97,850 13,050
-------- --------- -------- --------
246,050 481,450 481,450 116,750
-------- --------- -------- --------
Deferred:
Federal............................... 244,300 (266,800) (266,800) --
State and local, net of federal
benefit.............................. 58,200 (62,800) (62,800) 50,000
-------- --------- -------- --------
302,500 (329,600) (329,600) 50,000
-------- --------- -------- --------
$548,550 $ 151,850 $151,850 $166,750
======== ========= ======== ========
</TABLE>

F-104
<PAGE>

TASK MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income tax expense differed from the amounts computed by applying the U.S.
federal income tax rate of 34% to income (loss) before income tax expense as a
result of the following:

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------------ -------------------
1996 1997 1997 1998
-------- --------- --------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Computed "expected" tax expense
(benefit)............................. $248,200 $(225,300) $(225,300) $ --
Increase in income taxes resulting
from:
Permanent differences................ 1,350 -- -- --
State taxes, net of federal benefit.. 92,050 35,050 35,050 63,050
Reversal of income taxes and income
tax benefit due to election of S
corporation status.................. -- 225,300 225,300 --
Other additional accrued tax items... 206,950 116,800 116,800 103,700
-------- --------- --------- --------
$548,550 $ 151,850 $ 151,850 $166,750
======== ========= ========= ========
</TABLE>

At December 31, 1996, temporary differences and related deferred taxes
resulted primarily from the tax effect of filing the Company's income tax
returns using the cash basis of accounting whereas these financial statements
are prepared on an accrual basis. There are no deferred taxes as of December
31, 1997 as a result of the Company's election to be taxed as an S
corporation.

(6) LEASES

The Company leases office space under operating leases with expiration dates
through 1999. No assets were held under capital leases at December 31, 1996 or
1997.

Future minimum lease payments under all non-cancelable operating leases at
December 31, 1997:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998........................................................... $13,937
1999........................................................... 1,515
-------
Total minimum lease payments................................. $15,452
=======
</TABLE>

Rent expense under all operating leases was $14,507 and $11,733 in 1996 and
1997, respectively.

(7)CONTINGENCIES

In the ordinary course of its business, the Company has been involved in
various lawsuits, including claims related to the actions of its clients and
its employees. Management believes that the ultimate resolution of such claims
will not have a materially adverse effect on the Company's financial position,
results of operations or liquidity.

(8)BUSINESS AND CREDIT CONCENTRATIONS

Most of the Company's customers are located in the Metropolitan New York
Tri-State area. One customer accounted for $983,000 of revenues in 1997
representing approximately 16% of total revenues.

(9) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its stockholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-105
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
WSI Personnel Services, Inc.:

We have audited the accompanying balance sheets of WSI Personnel Services,
Inc. as of December 31, 1996 and 1997, and the related statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of WSI Personnel Services,
Inc. as of December 31, 1996 and 1997, and the results of its operations and
its cash flows for each of the years in the three-year period ended December
31, 1997, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 27, 1998

F-106
<PAGE>

WSI PERSONNEL SERVICES, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 30,
ASSETS 1996 1997 1998
------ -------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.................. $ 5,932 $ 68,836 $ 82,395
Trade accounts receivable, net of allowance
of $32,571 in 1996, $91,000 in 1997, and
$96,363 in 1998, respectively............. 667,912 943,541 1,045,941
Prepaid expenses and other assets.......... 3,725 2,121 3,029
-------- ---------- ----------
Total current assets..................... 677,569 1,014,498 1,131,365
Property and equipment, net.................. 28,531 37,003 41,647
Loan to officer.............................. 17,778 17,778 17,778
-------- ---------- ----------
Total assets............................. $723,878 $1,069,279 $1,190,790
======== ========== ==========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Current liabilities:
Line of credit............................. $ 94,000 $ 185,000 $ --
Accrued income taxes....................... -- -- 70,976
Deferred tax liability..................... 220,579 194,527 123,551
Accounts payable and accrued liabilities... 86,813 102,679 138,036
-------- ---------- ----------
Total current liabilities................ 401,392 482,206 332,563
-------- ---------- ----------
Shareholders' equity:
Common stock, no par value; 100,000 shares
authorized, 2,000 shares issued and 1,800
shares outstanding........................ 2,094 2,094 2,094
Treasury stock, at cost, 200 shares held... (22,222) (22,222) (22,222)
Retained earnings.......................... 342,614 607,201 878,355
-------- ---------- ----------
Total shareholders' equity............... 322,486 587,073 858,227
-------- ---------- ----------
Total liabilities and shareholders'
equity.................................. $723,878 $1,069,279 $1,190,790
======== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-107
<PAGE>

WSI PERSONNEL SERVICES, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEARS ENDED DECEMBER 31, 30,
-------------------------------- ----------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Service fees.......... $2,073,667 $3,947,318 $5,635,273 $2,597,451 $3,100,851
Permanent placement
fees................. 76,659 52,459 93,018 24,661 61,860
---------- ---------- ---------- ---------- ----------
Revenues from
services........... 2,150,326 3,999,777 5,728,291 2,622,112 3,162,711
Cost of services........ 1,533,980 2,813,410 3,872,283 1,763,382 2,175,043
---------- ---------- ---------- ---------- ----------
Gross profit........ 616,346 1,186,367 1,856,008 858,730 987,668
Selling, general and
administrative
expenses............... 549,134 945,633 1,623,622 545,987 706,416
---------- ---------- ---------- ---------- ----------
Operating income.... 67,212 240,734 232,386 312,743 281,252
Other income (expense),
net.................... 2,356 2,240 6,149 (5,028) (10,098)
---------- ---------- ---------- ---------- ----------
Income before income
taxes.............. 69,568 242,974 238,535 307,715 271,154
Income tax expense
(benefit).............. 26,606 95,437 (26,052) (26,052) --
---------- ---------- ---------- ---------- ----------
Net income.......... $ 42,962 $ 147,537 $ 264,587 $ 333,767 $ 271,154
========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-108
<PAGE>

WSI PERSONNEL SERVICES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON TREASURY RETAINED
STOCK STOCK EARNINGS TOTAL
------ -------- -------- --------
<S> <C> <C> <C> <C>
Balance, December 31, 1994................... $2,094 $(22,222) $152,115 $131,987
Net income................................... -- -- 42,962 42,962
------ -------- -------- --------
Balance, December 31, 1995................... 2,094 (22,222) 195,077 174,949
Net income................................... -- -- 147,537 147,537
------ -------- -------- --------
Balance, December 31, 1996................... 2,094 (22,222) 342,614 322,486
Net income................................... -- -- 264,587 264,587
------ -------- -------- --------
Balance, December 31, 1997................... 2,094 (22,222) 607,201 587,073
Net income (unaudited)....................... -- -- 271,154 271,154
------ -------- -------- --------
Balance, June 30, 1998 (unaudited)........... $2,094 $(22,222) $878,355 $858,227
====== ======== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-109
<PAGE>

WSI PERSONNEL SERVICES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------ -------------------
1995 1996 1997 1997 1998
-------- --------- --------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income.............. $ 42,962 $ 147,537 $ 264,587 $333,767 $ 271,154
Adjustments to reconcile
net income to net cash
provided by (used in)
operating activities:
Depreciation.......... 5,374 7,611 10,485 4,288 6,052
Provision for deferred
income taxes......... 26,606 95,437 (26,052) (26,052) (70,976)
Change in operating
assets and
liabilities:
Trade accounts
receivable.......... (41,533) (326,401) (275,629) (86,580) (102,400)
Prepaid expenses and
other assets........ (567) (2,600) 1,605 3,656 (908)
Accrued income taxes. -- -- -- -- 70,976
Accounts payable and
accrued liabilities. (2,468) 52,385 15,865 17,185 35,357
-------- --------- --------- -------- ---------
Net cash provided by
(used in) operating
activities......... 30,374 (26,031) (9,139) 246,264 209,255
-------- --------- --------- -------- ---------
Cash flows from investing
activities:
Purchase of property and
equipment.............. (9,704) (16,785) (18,957) (4,681) (10,696)
-------- --------- --------- -------- ---------
Cash flows from financing
activities:
Bank overdraft.......... 36,405 (36,405) -- -- --
Proceeds (repayments)
associated with line of
credit, net............ (55,000) 79,000 91,000 (94,000) (185,000)
-------- --------- --------- -------- ---------
Net cash provided by
(used in) financing
activities......... (18,595) 42,595 91,000 (94,000) (185,000)
-------- --------- --------- -------- ---------
Net increase (decrease) in
cash and cash
equivalents.............. 2,075 (221) 62,904 147,583 13,559
Cash and cash equivalents
at beginning of period... 4,078 6,153 5,932 5,932 68,836
-------- --------- --------- -------- ---------
Cash and cash equivalents
at end of period......... $ 6,153 $ 5,932 $ 68,836 $153,515 $ 82,395
======== ========= ========= ======== =========
Supplemental disclosure of
cash flow information -
cash paid for interest... $ 1,595 $ 1,126 $ 1,328 $ 1,328 $ 682
======== ========= ========= ======== =========
</TABLE>

See accompanying notes to combined financial statements.

F-110
<PAGE>

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

WSI Personnel Services, Inc. (the Company), incorporated in the state of
Colorado, provides clerical and technical temporary and permanent personnel to
health care organizations, professional service organizations, and government
agencies located primarily in the metropolitan Denver area.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company operates primarily in the healthcare industry. The Company's
ability to collect amounts due from customers could be affected by adverse
economic fluctuations in its Metropolitan Denver market or this industry.

Property and Equipment

F-111
<PAGE>

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
depreciation applicable thereto are eliminated from the accounts and the
resulting gain or loss is reflected in operations.

Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

On January 1, 1997, the Company elected to be taxed as an S corporation and
accordingly all tax attributes of the Company pass through to its
shareholders, except for income taxes attributable to the difference between
the fair market value of the Company's assets and the tax basis of the assets
at the date of conversion to an S corporation (built-in-gain). Accordingly, a
provision for income taxes payable is required when any portion of the built-
in gain is recognized within ten years after the conversion. As a result of
the election, in 1997, the Company recognized a net tax benefit in the amount
of $26,052, which represents recognition of the gross deferred liability for
taxes payable on recognized built in gains net of the elimination of deferred
taxes recorded at December 31, 1996.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

F-112
<PAGE>

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

The fair value of the loan to officer (see note 8) could not be assessed
without incurring excessive costs due to the related party nature of the
instrument.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------
JUNE 30,
1996 1997 1998
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and fixtures.............................. $ 6,887 $12,778 $13,121
Office equipment.................................... 44,958 56,810 67,163
------- ------- -------
51,845 69,588 80,284
Less--accumulated depreciation...................... 23,314 32,585 38,637
------- ------- -------
$28,531 $37,003 $41,647
======= ======= =======
</TABLE>

(4) LINE OF CREDIT

The Company maintains a revolving line of credit that allows for borrowings
of up to $200,000. Borrowings made under this arrangement bear interest at
prime plus 1% (9.5% at December 31, 1997). The line is secured by
substantially all of the business assets. The line is guaranteed by the
shareholders of the Company. The agreement was renegotiated March 13, 1998 to
increase the borrowing limit to $250,000.

The weighted average interest rates for the years ended December 31, 1995,
1996 and 1997 were 8.5%, 8.3% and 8.5%, respectively.

(5) INCOME TAXES

See note 2 for discussion of the Company's election, effective January 1,
1997, to be treated as an S corporation.

F-113
<PAGE>

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Income tax expense (benefit) consists of:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- --------
<S> <C> <C> <C>
Year ended December 31, 1995:
U.S. federal..................................... $-- $ 23,111 $ 23,111
State and local.................................. -- 3,495 3,495
--- -------- --------
$-- $ 26,606 $ 26,606
=== ======== ========
Year ended December 31, 1996:
U.S. federal..................................... $-- $ 83,214 $ 83,214
State and local.................................. -- 12,223 12,223
--- -------- --------
$-- $ 95,437 $ 95,437
=== ======== ========
Year ended December 31, 1997:
U.S. federal..................................... $-- $(26,052) $(26,052)
State and local.................................. -- -- --
--- -------- --------
$-- $(26,052) $(26,052)
=== ======== ========
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below.

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 30,
1996 1997 1998
--------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Deferred tax assets:
Accounts payable principally due to
difference in accounting methods.......... $ 33,857 $ -- $ --
Net operating loss carryforwards........... 9,869 -- --
Other...................................... 7,281 -- --
--------- --------- ---------
Total gross deferred tax assets.............. 51,007 -- --
--------- --------- ---------
Less valuation allowance..................... -- -- --
--------- --------- ---------
Net deferred tax assets...................... 51,007 -- --
--------- --------- ---------
Deferred tax liabilities:
Accounts receivable, principally due to
difference in accounting methods.......... (260,486) -- --
Plant and equipment, principally due to
differences in depreciation............... (11,100) -- --
Built-in gains............................. -- (194,527) (123,551)
--------- --------- ---------
Total gross deferred tax liabilities......... (271,586) (194,527) (123,551)
--------- --------- ---------
Net deferred tax liability................... $(220,579) $(194,527) $(123,551)
========= ========= =========
</TABLE>

The allocated tax expense differed from the amounts computed by applying the
U.S. federal tax rate of 34% in 1995 and 1996 to income before income taxes as
a result of the following:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
----------------
1995 1996
------- -------
<S> <C> <C>
Computed tax................................................... $23,653 $82,611
State taxes.................................................... 3,495 12,223
Other.......................................................... (542) 603
------- -------
$26,606 $95,437
======= =======
</TABLE>

F-114
<PAGE>

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(6) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases for
years ended December 31, 1995, 1996 and 1997 was approximately $12,850,
$28,630 and $40,250, respectively. Rental expense for the six months ended
June 30, 1998 was $23,914.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER
--------------------
<S> <C>
1998........................................................... $48,102
1999........................................................... 18,943
2000........................................................... 4,908
2001........................................................... 4,908
2002........................................................... 4,090
-------
Total minimum lease payments................................. $80,951
=======
</TABLE>

(7) CONTINGENCIES

In the ordinary course of business the Company may be threatened with or
named as a defendant in a lawsuit, including claims related to the actions of
its clients and employees. The Company is not involved in any material
threatened or pending litigation at December 31, 1997.

(8) RELATED PARTY TRANSACTIONS

The Company has a note receivable from a shareholder totaling $17,778 at
December 31, 1996 and 1997. The note bears interest of 7.75% annually and is
due and payable on December 31, 1999.

The Company paid consulting fees to shareholders and affiliates totaling
$201,000, $285,000, $560,000 and $110,000 for the years ended December 31,
1995, 1996 and 1997 and six months ended June 30, 1998, respectively.

(9) SIGNIFICANT CUSTOMERS

The top ten customers represented approximately 25%, 33% and 33% of the
Company's revenues for 1995, 1996 and 1997, respectively. During the years
ended December 31, 1996 and 1997 and the six months ended June 30, 1998, one
customer accounted for approximately 9%, 11% and 29%, respectively, of the
Company's revenues

(10) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-115
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Boards of Directors
Core Personnel, Inc., and
Core Personnel of Arlington, Inc.:

We have audited the accompanying combined balance sheet of Core Personnel,
Inc. and Core Personnel of Arlington, Inc., as of December 31, 1997 and the
related combined statements of operations, shareholders' equity and cash flows
for the year then ended. These combined financial statements are the
responsibility of the Companies' managements. Our responsibility is to express
an opinion on these combined financial statements based on our audit.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Core Personnel,
Inc. and Core Personnel of Arlington, Inc. as of December 31, 1997 and the
results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 30, 1998

F-116
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
ASSETS 1997 1998
------ ------------ -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................... $ 42,374 $ 71,069
Trade accounts receivable, net of allowance of
$20,000............................................ 544,689 640,539
Available-for-sale securities, at fair value........ 200,992 348,818
Prepaid expenses and other assets................... 13,803 15,392
-------- ----------
Total current assets.............................. 801,858 1,075,818
Property and equipment, net........................... 25,927 22,314
Loans receivable from shareholder..................... 55,334 36,109
-------- ----------
Total assets...................................... $883,119 $1,134,241
======== ==========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Line of credit...................................... $ 25,282 $ --
Note payable........................................ 4,530 234
Accounts payable.................................... 21,080 21,080
Accrued payroll and related taxes................... 77,485 73,999
Other current liabilities........................... 9,799 --
Current taxes payable............................... 40,614 80,168
Deferred tax liabilities............................ 193,227 255,169
-------- ----------
Total current liabilities......................... 372,017 430,650
-------- ----------
Shareholders' equity:
Core Personnel, Inc., common stock, $1 par value;
15,000 shares authorized, issued and outstanding... 15,000 15,000
Core Personnel of Arlington, Inc., common stock, $1
par value; 1,100 shares authorized; 1,000 shares
issued and outstanding............................. 1,000 1,000
Retained earnings................................... 487,751 692,953
Unrealized gains (losses) in value of available-for-
sale securities.................................... 7,351 (5,362)
-------- ----------
Total shareholders' equity........................ 511,102 703,591
-------- ----------
Total liabilities and shareholders' equity........ $883,119 $1,134,241
======== ==========
</TABLE>

See accompanying notes to combined financial statements.

F-117
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEAR ENDED 30,
DECEMBER 31, ---------------------
1997 1997 1998
------------ ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
Service fees............................. $4,092,493 $1,920,353 $2,330,934
Permanent placement fees................. 92,355 49,585 71,006
---------- ---------- ----------
Revenues from services................. 4,184,848 1,969,938 2,401,940
Cost of services........................... 2,995,419 1,428,224 1,607,442
---------- ---------- ----------
Gross profit............................. 1,189,429 541,714 794,498
Selling, general and administrative
expense................................... 864,872 348,673 490,592
---------- ---------- ----------
Operating income......................... 324,557 193,041 303,906
Interest expense........................... 3,392 2,978 683
Other (income) expense..................... 4,094 245 (41,076)
---------- ---------- ----------
Income before income tax expense......... 317,071 189,818 344,299
Income tax expense......................... 113,167 67,787 139,097
---------- ---------- ----------
Net income................................. $ 203,904 $ 122,031 $ 205,202
========== ========== ==========
</TABLE>

See accompanying notes to combined financial statements.

F-118
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
UNREALIZED
CORE GAINS
PERSONNEL OF (LOSSES)
ARLINGTON, IN VALUE
CORE PERSONNEL, INC. INC. COMMON OF
COMMON STOCK STOCK AVAILABLE-
-------------------- ------------- RETAINED FOR-SALE
SHARES AMOUNT SHARES AMOUNT EARNINGS SECURITIES TOTAL
-------------------- ------ ------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1997................... 450 $ 450 550 $ 550 $298,847 $ 7,594 $307,441
Issuance of common
stock.................. 14,550 14,550 450 450 -- -- 15,000
Net income.............. -- -- -- 203,904 -- 203,904
Dividends............... -- -- -- -- (15,000) -- (15,000)
Unrealized loss on
investments............ -- -- -- -- -- (243) (243)
--------- ---------- ----- ------ -------- -------- --------
Balance, December 31,
1997................... 15,000 15,000 1,000 1,000 487,751 7,351 511,102
Net income (unaudited).. -- -- -- -- 205,202 -- 205,202
Unrealized loss on
investments
(unaudited)............ -- -- -- -- -- (12,713) (12,713)
--------- ---------- ----- ------ -------- -------- --------
Balance, June 30, 1998
(unaudited)............ 15,000 $ 15,000 1,000 $1,000 $692,953 $ (5,362) $703,591
========= ========== ===== ====== ======== ======== ========
</TABLE>

See accompanying notes to combined financial statements.

F-119
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, ------------------
1997 1997 1998
------------ -------- --------
(UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................... $203,904 $122,031 $205,202
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................... 7,672 2,290 6,166
Allowance for doubtful accounts............ 26,346 -- --
Deferred income taxes...................... 50,097 12,508 61,943
Gain on sale of investments................ -- -- (19,009)
Change in operating assets and liabilities:
Trade accounts receivable................. (109,577) 24,006 (95,850)
Prepaid expenses and other assets......... 2,027 281 (1,589)
Accounts payable and accrued liabilities.. 46,852 10,937 (13,285)
Current taxes payable..................... 40,614 37,779 39,554
-------- -------- --------
Net cash provided by operating
activities.............................. 267,935 209,832 183,132
-------- -------- --------
Cash flows from investing activities:
Purchases of property and equipment.......... (28,792) (10,565) (2,554)
Purchase of investments...................... (282,683) (90,000) (248,105)
Proceeds on sales of investments............. 119,000 -- 106,575
Loans receivable from shareholder............ (30,052) (10,946) 19,225
-------- -------- --------
Net cash used in investing activities.... (222,527) (111,511) (124,859)
-------- -------- --------
Cash flows from financing activities:
Payments on line of credit................... -- -- (25,282)
Principal payments on note payable........... (24,952) (10,413) (4,296)
Issuance of common stock..................... 15,000 -- --
Dividends.................................... (15,000) -- --
-------- -------- --------
Net cash used in financing activities.... (24,952) (10,413) (29,578)
-------- -------- --------
Net increase in cash and cash equivalents..... 20,456 87,908 28,695
Cash and cash equivalents at beginning of
period....................................... 21,918 21,918 42,374
-------- -------- --------
Cash and cash equivalents at end of period.... $ 42,374 $109,826 $ 71,069
======== ======== ========
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest..... $ 4,809 $ 2,978 $ 683
======== ======== ========
Cash paid during the period for income taxes. $ 26,598 $ 17,500 $ 37,600
======== ======== ========
</TABLE>

See accompanying notes to combined financial statements.

F-120
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Core Personnel, Inc. and Core Personnel of Arlington, Inc. (collectively
"the Company") were incorporated in the state of Virginia in 1971 and 1986,
respectively. Core Personnel, Inc. and Core Personnel of Arlington, Inc. have
common ownership. As common control exists among the entities, combined
financial statements are presented. The Company specializes in the placement
of temporary and staffing personnel to businesses, professional service
organizations, health care facilities and government agencies located
primarily in Maryland, Virginia and Washington, DC. A single customer of the
Company accounted for approximately 12% of total revenues during the six month
period ended June 30, 1998.

The accompanying combined financial statements include the accounts of Core
Personnel, Inc. and Core Personnel of Arlington, Inc. All significant
intercompany accounts and transactions have been eliminated in order to
present the combined financial statements of the Company.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the combined financial
statements and accompanying notes. Actual results could differ from those
estimates.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Investment Securities

Investment securities, classified as available-for-sale, consist principally
of marketable equity securities. Such securities are recorded at fair value;
and unrealized holding gains and losses are excluded from operations and are
reported as a separate component of shareholders' equity until realized.
Realized gains and losses, which were insignificant for 1997, are determined
on a specific identification basis. Dividend income is recognized when earned.

Trade Accounts Receivable--Credit Risk

F-121
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant.

The Company operates in various markets and industries. The Company's
ability to collect amounts due from customers could be affected by economic
fluctuations in its markets or industries.

Property and Equipment

Property and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of property and equipment sold or otherwise disposed of and the
accumulated depreciation applicable thereto are eliminated from the accounts
and the resulting gain or loss is reflected in operations.

Income Taxes

The Company has adopted the liability method of accounting for income taxes
in accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Deferred income taxes are recognized for
temporary differences between financial statement and income tax bases of
assets and liabilities and net operating loss carryforwards, and is measured
using enacted tax rates expected to apply to taxable income in the years in
which these temporary differences are expected to be recovered or settled.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables, accounts
payable and note payable approximate their fair values due to the short-term
maturities of these instruments. Available-for-sale securities are carried at
fair value.

F-122
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The fair values of the loans receivable from shareholders could not be
obtained without incurring excessive costs due to the related party nature of
these instruments.

Newly Adopted Accounting Standards

In June 1997, Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income was issued. This statement establishes standards for
reporting and displaying comprehensive income and its components in a
financial statement that is displayed with the same prominence as other
financial statements. Reclassification of financial statements for earlier
periods, provided for comparative purposes, is required. The statement also
requires the accumulated balance of other comprehensive income to be displayed
separately in the equity section of the balance sheet. This statement is
effective for fiscal years beginning after December 15, 1997. Total
comprehensive income for the period ended June 30, 1998 was $192,489. For the
six month period ended June 30, 1997, total comprehensive income was not
materially different from the amount reported as net income.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Furniture and fixtures........................... $ 16,481 $ 16,481
Office equipment................................. 77,091 79,645
Computer software................................ 13,500 13,500
-------- --------
107,072 109,626
Less--accumulated depreciation................... 81,145 87,312
-------- --------
$ 25,927 $ 22,314
======== ========
</TABLE>

(4) LINES OF CREDIT

Core Personnel of Arlington, Inc. maintained a revolving line of credit of
$50,000 in 1997. Borrowings made under this arrangement bear interest at prime
plus 1.0% (9.5% at December 31, 1997). The line is secured by the business
assets of Core Personnel of Arlington, Inc. and the personal property of its
shareholders. The amount outstanding at December 31, 1997 and June 30, 1998
was $25,282 and $-0-, respectively.

Core Personnel, Inc. also maintained a revolving line of credit of $40,000
in 1997 and 1998. Borrowings under this agreement bear interest of prime plus
0.5%. The line is secured by the business assets of Core Personnel, Inc. and
the personal property of its shareholders. The amount outstanding at December
31, 1997 and June 30, 1998 was $-0-.

(5) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases (except
those with lease terms of a month or less that were not renewed as of December
31, 1997) was approximately $54,712, $26,804 and $28,263 for the year ended
December 31, 1997 and the six months ended June 30, 1997 and 1998,
respectively.

F-123
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998........................................................... $48,176
1999........................................................... 36,765
-------
Total minimum lease payments................................. $84,941
=======
</TABLE>

(6) INCOME TAXES

Income tax expense consists of the following components:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, ----------------
1997 1997 1998
------------ ------- --------
(UNAUDITED)
<S> <C> <C> <C>
Current:
Federal................................... $ 48,214 $42,258 $ 64,932
State..................................... 14,856 13,021 12,222
-------- ------- --------
63,070 55,279 77,154
-------- ------- --------
Deferred:
Federal................................... 42,933 10,719 52,130
State..................................... 7,164 1,789 9,813
-------- ------- --------
50,097 12,508 61,943
-------- ------- --------
Total................................... $113,167 $67,787 $139,097
======== ======= ========
</TABLE>

Income tax (benefit) expense differs from amounts computed by applying the
statutory rate to income before taxes as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -----------------
1997 1997 1998
------------ ------- --------
(UNAUDITED)
<S> <C> <C> <C>
Income tax expense at the statutory rate.. $107,804 $64,538 $117,062
Increase (decrease) resulting from:
State income tax, net of federal
benefit................................ 14,158 8,542 17,880
Nondeductible expenses.................. 5,453 3,227 --
Differences due to graduated rates...... (7,569) (4,556) --
Other................................... (6,679) (3,964) 4,155
-------- ------- --------
$113,167 $67,787 $139,097
======== ======= ========
</TABLE>

F-124
<PAGE>

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The deferred tax liabilities are comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Deferred income tax liabilities:
Effect of cash basis accounting for tax........ $192,274 $253,922
Other.......................................... 953 1,247
-------- --------
Net deferred income tax liabilities.............. $193,227 $255,169
======== ========
</TABLE>

(7) RELATED PARTY TRANSACTIONS

At December 31, 1997 and June 30, 1998, the Company had loans outstanding to
its two shareholders aggregating $55,334 and $36,109, respectively. These loans
are noninterest-bearing and have no specific repayment terms.

(8) SUBSEQUENT EVENT (UNAUDITED)

F-125
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
BeneTemps, Inc.:

We have audited the accompanying balance sheets of BeneTemps, Inc. as of
December 31, 1996 and 1997, and the related statements of operations,
shareholder's equity and cash flows for each of the years in the three-year
period ended December 31, 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BeneTemps, Inc. as of
December 31, 1996 and 1997 and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1997
in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 20, 1998

F-126
<PAGE>

BENETEMPS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS DECEMBER 31,
------ ----------------- JUNE 30,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents...................... $ 23,518 $ 25,790 $163,904
Trade accounts receivable...................... 556,581 563,536 648,618
Prepaid expenses............................... 5,028 7,924 3,964
-------- -------- --------
Total current assets......................... 585,127 597,250 816,486
Computer equipment, net of accumulated
depreciation of $1,156 in 1996, $3,697 in 1997,
and $4,967 in 1998.............................. 8,154 7,907 6,637
Other assets..................................... 2,200 2,200 2,200
-------- -------- --------
Total assets................................. $595,481 $607,357 $825,323
======== ======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
<S> <C> <C> <C>
Current liabilities:
Accrued payroll costs.......................... $ 13,849 $ 25,588 $ 25,498
Accrued expenses............................... 1,433 2,971 --
-------- -------- --------
Total current liabilities.................... 15,282 28,559 25,498
Shareholder's equity:
Common stock, no par value; 300 shares
authorized, 100 shares issued and outstanding. 1,000 1,000 1,000
Retained earnings.............................. 579,199 577,798 798,825
-------- -------- --------
Total shareholder's equity................... 580,199 578,798 799,825
-------- -------- --------
Total liabilities and shareholder's equity... $595,481 $607,357 $825,323
======== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-127
<PAGE>

BENETEMPS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEARS ENDED DECEMBER 31, 30,
-------------------------------- ---------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Service fees.......... $2,310,709 $3,559,808 $3,940,205 $1,860,926 $2,287,455
Permanent placement
fees................. 185,475 151,775 174,325 80,275 90,500
---------- ---------- ---------- ---------- ----------
Revenues from
services........... 2,496,184 3,711,583 4,114,530 1,941,201 2,377,955
Cost of services........ 1,775,305 2,657,744 3,067,777 1,432,497 1,715,269
---------- ---------- ---------- ---------- ----------
Gross profit.......... 720,879 1,053,839 1,046,753 508,704 662,686
Selling, general and
administrative
expenses............... 642,097 918,449 1,059,629 217,171 446,098
---------- ---------- ---------- ---------- ----------
Operating profit
(loss)............... 78,782 135,390 (12,876) 291,533 216,588
Other income--interest.. 6,393 11,718 11,475 4,940 4,439
---------- ---------- ---------- ---------- ----------
Net income (loss)..... $ 85,175 $ 147,108 $ (1,401) $ 296,473 $ 221,027
========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-128
<PAGE>

BENETEMPS, INC.

STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON RETAINED
STOCK EARNINGS TOTAL
------ -------- --------
<S> <C> <C> <C>
Balance at December 31, 1994......................... $1,000 $346,916 $347,916
Net income........................................... -- 85,175 85,175
------ -------- --------
Balance at December 31, 1995......................... 1,000 432,091 433,091
Net income........................................... -- 147,108 147,108
------ -------- --------
Balance at December 31, 1996......................... 1,000 579,199 580,199
Net loss............................................. -- (1,401) (1,401)
------ -------- --------
Balance at December 31, 1997......................... 1,000 577,798 578,798
Net income (unaudited)............................... -- 221,027 221,027
------ -------- --------
Balance at June 30, 1998 (unaudited)................. $1,000 $798,825 $799,825
====== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-129
<PAGE>

BENETEMPS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------- ------------------
1995 1996 1997 1997 1998
-------- --------- ------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)........... $ 85,175 $ 147,108 $(1,401) $296,473 $221,027
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Depreciation and
amortization.............. 216 1,338 2,541 1,225 1,270
Change in operating assets
and liabilities:
Trade accounts receivable. (65,939) (149,292) (6,955) (31,275) (85,082)
Prepaid expenses.......... 2,387 (5,028) (2,896) 2,514 3,960
Accrued payroll costs..... (19,489) 13,849 11,739 2,551 (2,971)
Accrued expenses.......... -- 1,433 1,538 55,864 (90)
-------- --------- ------- -------- --------
Net cash provided by
operating activities.... 2,350 9,408 4,566 327,352 138,114
-------- --------- ------- -------- --------
Cash flows from investing
activities--
purchase of computer
equipment.................. -- (9,310) (2,294) -- --
-------- --------- ------- -------- --------
Net increase in cash and cash
equivalent.................. 2,350 98 2,272 327,352 138,114
Cash and cash equivalents at
beginning of period......... 21,070 23,420 23,518 23,518 25,790
-------- --------- ------- -------- --------
Cash and cash equivalents at
end of period............... $ 23,420 $ 23,518 $25,790 $350,870 $163,904
======== ========= ======= ======== ========
</TABLE>

See accompanying notes to financial statements.

F-130
<PAGE>

BENETEMPS, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

BeneTemps, Inc. (the Company), incorporated in the State of New Hampshire in
1991, provides temporary and permanent personnel to major corporations,
universities, healthcare facilities, and professional service organizations in
Massachusetts, Rhode Island, and New Hampshire.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The interim financial statements as of June 30, 1998, and for six months
ended June 30, 1997 and 1998, are unaudited, and certain information and
footnote disclosures, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been omitted.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the financial position,
results of operations and cash flows with respect to the interim financial
statements have been included. The results of operations for the interim
periods are not necessarily indicative of the results for the entire fiscal
year.

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

Computer Equipment

Computer equipment is recorded at cost. Maintenance and repairs are charged
to expense as incurred, renewals and betterments are capitalized. The cost of
property sold or otherwise disposed of and the accumulated depreciation
applicable thereto are eliminated from the accounts and the resulting gain or
loss is reflected in

F-131
<PAGE>

BENETEMPS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
operations. The cost of computer equipment is depreciated over the estimated
useful lives of the related assets using the straight-line method. The
estimated useful lives of computer equipment for purposes of computing
depreciation range from three to five years.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Income Taxes

For federal and state income tax reporting purposes, the Company has elected
to be taxed as an S corporation and, accordingly, all tax attributes of the
Company pass through to its shareholder. Accordingly, no provision for income
taxes is included in the accompanying financial statements.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and payables
approximate their fair values due to the short-term maturities of these
instruments.

(3) EMPLOYEE BENEFIT PLAN

The Company provides for a 401(k) plan which has received a favorable
determination letter from the Internal Revenue Service. Under the terms of the
plan all employees with 1,000 hours of service completed in a twelve-month
period are eligible to participate. The plan was started on January 1, 1996.
During 1996 and 1997, the Company's contributions to the plan amounted to
$8,518 and $6,159, respectively.

(4) LEASES

F-132
<PAGE>

BENETEMPS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

the years ended December 31, 1995, 1996 and 1997 and the six months ended June
30, 1997 and 1998 were approximately $14,160, $13,500, $16,800, $9,338, and
$10,255, respectively.

Future minimum lease payments under a noncancelable operating lease as of
December 31, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998........................................................... $18,000
1999........................................................... 18,000
-------
Total minimum lease payments................................. $36,000
=======
</TABLE>

(5) SIGNIFICANT CUSTOMERS

In 1995, one customer accounted for approximately 20% of the Company's
revenue. In 1996, one customer accounted for approximately 10% of the
Company's revenue. In 1997, three customers accounted for approximately 32% of
the Company's revenue. During the six months ended June 30, 1998, two
customers accounted for approximately 19% of the Company's revenue. The loss
of these customers could have a material adverse impact on the operations of
the Company.

(6) RELATED PARTY TRANSACTION

Included in selling, general and administrative expenses are salaries and
benefits paid to the shareholder, who is also an officer of the Company,
during the years ended December 31, 1995, 1996 and 1997 and six months ended
June 30, 1997 and 1998 of $525,000, $776,494, $957,238, $150,000 and $362,503,
respectively.

(7) SUBSEQUENT EVENT (UNAUDITED)

F-133
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Law Pros Legal Placement Services, Inc.:

We have audited the accompanying balance sheet of Law Pros Legal Placement
Services, Inc. as of December 31, 1997 and the related statements of
operations, shareholders' equity and cash flows for the year then ended. 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 audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Law Pros Legal Placement
Services, Inc. as of December 31, 1997 and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
April 3, 1998

F-134
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
ASSETS 1997 1998
------ ------------ -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................... $ 199,211 $363,346
Trade accounts receivable........................... 768,776 433,290
---------- --------
Total current assets.............................. 967,987 796,636
Property and equipment, net........................... 35,077 78,073
---------- --------
Total assets...................................... $1,003,064 $874,709
========== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Current installments of long-term debt.............. $ 11,674 $ 10,318
Accounts payable and accrued expenses............... 33,838 96,591
Deferred state income tax liability................. 19,900 9,200
---------- --------
Total current liabilities......................... 65,412 116,109
Notes payable, less current portion................... 10,093 6,669
Shareholder loans..................................... 2,944 --
---------- --------
Total liabilities................................. 78,449 122,778
Shareholders' equity:
Common stock, $1 par value; 100 shares authorized,
issued and outstanding............................. 100 100
Retained earnings................................... 924,515 751,831
---------- --------
Total shareholders' equity........................ 924,615 751,931
Commitments and contingencies.........................
---------- --------
Total liabilities and shareholders' equity........ $1,003,064 $874,709
========== ========
</TABLE>

See accompanying notes to financial statements.

F-135
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEAR ENDED 30,
DECEMBER 31, ----------------------
1997 1997 1998
------------ ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
Service fees............................. $3,776,351 $1,700,103 $1,176,804
Permanent placement fees................. 155,000 40,532 149,984
---------- ---------- ----------
Revenues from services................. 3,931,351 1,740,635 1,326,788
Cost of services........................... 2,703,275 1,274,946 860,126
---------- ---------- ----------
Gross profit........................... 1,228,076 465,689 466,662
Selling, general, and administrative
expenses.................................. 522,010 183,100 360,999
---------- ---------- ----------
Operating profit....................... 706,066 282,589 105,663
Other income (expense):
Interest income (expense), net........... (5,369) (2,120) 3,763
Other expense............................ (15,373) -- --
Other income............................. 3,070 -- --
---------- ---------- ----------
Income before state income tax expense. 688,394 280,469 109,426
State income tax expense................... 19,105 7,421 3,496
---------- ---------- ----------
Net income............................. $ 669,289 $ 273,048 $ 105,930
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-136
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ -------- --------
<S> <C> <C> <C> <C>
Balance, December 31, 1996.................... 100 $100 $263,226 $263,326
Net income.................................. -- -- 669,289 669,289
Dividends................................... -- -- (8,000) (8,000)
--- ---- -------- --------
Balance, December 31, 1997.................. 100 100 924,515 924,615
Net income (unaudited)...................... -- -- 105,930 105,930
Dividends (unaudited)....................... -- -- (278,614) (278,614)
--- ---- -------- --------
Balance, June 30, 1998 (unaudited).......... 100 $100 $751,831 $751,931
=== ==== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-137
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -------------------
1997 1997 1998
------------ -------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.................................. $669,289 $273,048 $ 105,930
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................... 10,293 3,880 7,008
Deferred state taxes....................... 13,400 4,000 (10,700)
Change in operating assets and liabilities:
Trade accounts receivable................. (506,749) (155,315) 335,486
Prepaid expenses.......................... -- 540 --
Accounts payable and accrued expenses..... 22,751 2,467 62,753
-------- -------- ---------
Net cash provided by operating
activities............................. 208,984 128,620 500,477
-------- -------- ---------
Cash flows used in investing activities--
purchase of property and equipment.......... (34,669) (21,751) (50,004)
-------- -------- ---------
Cash flows from financing activities:
Proceeds from line of credit................ 65,000 -- --
Principal payments on line of credit........ (65,000) -- --
Proceeds from long-term debt................ 20,000 55,637 --
Principal payments on long-term debt........ (6,566) (3,335) (4,780)
Repayment of shareholder loans.............. (6,000) (4,000) (2,944)
Dividends paid.............................. (8,000) (8,000) (278,614)
-------- -------- ---------
Net cash provided by (used in) financing
activities............................. (566) 40,302 (286,338)
-------- -------- ---------
Net increase in cash and cash equivalents.... 173,749 147,171 164,135
Cash and cash equivalents at beginning of
period...................................... 25,462 25,462 199,211
-------- -------- ---------
Cash and cash equivalents at end of period... $199,211 $172,633 $ 363,346
======== ======== =========
Supplemental disclosure of cash flow
information:
Cash paid for interest...................... $ 5,369 $ 2,120 $ 963
======== ======== =========
Cash paid for taxes......................... $ 1,533 $ 3,421 $ 14,196
======== ======== =========
</TABLE>

See accompanying notes to financial statements.

F-138
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Law Pros Legal Placement Services, Inc. (the Company), was incorporated in
the state of New Jersey in 1994. The Company provides primarily temporary and
some permanent placement services for attorneys and paralegals, primarily in
New Jersey.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements. The Company periodically evaluates the
creditworthiness of its customers' financial conditions to determine credit to
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant.

The Company provides legal professionals to companies in a variety of
industries. The Company's ability to collect amounts due from customers could
be affected by economic fluctuations in its markets or these industries.

Property and Equipment

Property and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of property sold or otherwise disposed of and the accumulated
depreciation applicable thereto are eliminated from the accounts and the
resulting gain or loss is reflected in operations. The cost of property and
equipment is depreciated over the estimated useful lives (5 to 7 years) of the
related assets using the straight-line method.

F-139
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income Taxes

Effective August 8, 1994, the Company has elected to be treated as an S
corporation in accordance with the provisions of the Internal Revenue Code of
1986. Under these provisions, profits and losses are passed directly to the
shareholders for inclusion in their personal income tax returns. Accordingly,
no liability or provision for federal income tax is included in the
accompanying statements. The Company has also elected S corporation status for
state income tax reporting. The effect of this election is a reduction in the
state tax rate from 9% to 2.63%.

State income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related to differences between the bases of assets and liabilities.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables, payables and
debt approximate their fair values due to their terms and rates as applicable.

F-140
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following :

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Furniture and fixtures........................... $ 6,078 $31,213
Office equipment................................. 48,507 73,376
------- -------
54,585 104,589
Less--accumulated depreciation................... 19,508 26,516
------- -------
$35,077 $78,073
======= =======
</TABLE>

(4) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Note payable to bank due in monthly installments of
$641, including interest at 9.5%; secured by all
Company assets and due May 1, 2000.................. $16,490 $13,098
Note payable to bank due in monthly installments of
$278, plus interest at prime plus 1.0% (9.5% at
December 31, 1997) due June 30, 1999; secured by all
Company assets...................................... 5,277 3,889
------- -------
Total long-term debt............................... 21,767 16,987
Less current installments............................ 11,674 10,318
------- -------
Long-term debt, excluding current installments..... $10,093 $ 6,669
======= =======
</TABLE>

Future maturities of long-term debt as of December 31, 1997 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998............................................................ $11,674
1999............................................................ 7,031
2000............................................................ 3,062
-------
$21,767
=======
</TABLE>

(5) LINE OF CREDIT

The Company maintained a line of credit with a bank during 1997 in the
aggregate amount of $150,000. There were no borrowings against the line of
credit at December 31, 1997 and June 30, 1998. The line of credit was renewed
for an additional twelve months on May 1, 1998. Any amount borrowed against
the line of credit would be charged interest at the prevailing bank rate plus
1% due monthly.

(6) EMPLOYEE BENEFIT PLAN

The Company has a 401(k) Profit Sharing Plan (the Plan). Employees who have
completed three months of service may participate in the Plan on semiannual
entrance dates, January 1 and July 1 of each year. Employees may elect to make
contributions in cumulative amounts not to exceed the annual limitation set
under Section 401(k) of the Internal Revenue Code. The Company will match 30%
of the employee's elected contribution up

F-141
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
to a maximum of 2% of the employee's compensation. The Company's matching
contribution vests to the employee at the rate of 20% per year of service
beginning on the third year of service. The Company may also fund a
discretionary amount. The allocation is based on total pay while a member of
the Plan. Plan members do not need to contribute to the Plan during the year
in order to share in the discretionary contributions. The Company made total
contributions to the Plan totaling approximately $10,000 for the year ended
December 31, 1997.

(7) INCOME TAXES

State income tax expense consisted of the following components:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, --------------
1997 1997 1998
------------ ------ -------
(UNAUDITED)
<S> <C> <C> <C>
Current...................................... $ 5,705 $3,421 $14,196
Deferred..................................... 13,400 4,000 (10,700)
------- ------ -------
Total...................................... $19,105 $7,421 $ 3,496
======= ====== =======
</TABLE>

The net deferred tax liability consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Deferred income tax liabilities:
Accounts receivable............................ $19,600 $8,900
Other.......................................... 300 300
------- ------
Net deferred tax liability................... $19,900 $9,200
======= ======
</TABLE>

(8) LEASES

The Company leases office space and office equipment under noncancelable
lease agreements accounted for as operating leases. Rental expense for
operating leases for the year ended December 31, 1997 and for six months ended
June 30, 1997 and 1998 was approximately $14,000 $7,350 and $23,452,
respectively. The Company moved to a new office in April of 1998. The lease
term is for two years ending on March 31, 2000. The monthly lease payments are
$3,400.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998........................................................... $31,105
1999........................................................... 41,305
2000........................................................... 10,705
2001........................................................... 252
-------
Total minimum lease payments................................... $83,367
=======
</TABLE>

(9) SIGNIFICANT CUSTOMERS

During 1997, two customers accounted for approximately 52% and 18%,
respectively, of the Company's service revenue. During the six months ended
June 30, 1998, two customers accounted for approximately

F-142
<PAGE>

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

23% and 22%, respectively, of the Company's revenues. The loss of these
customers could have a significant impact on the scope of operations of the
Company.

(10) SUBSEQUENT EVENT (UNAUDITED)

F-143
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Law Resources, Inc.

We have audited the accompanying balance sheet of Law Resources, Inc. as of
December 31, 1997, and the related statements of operations, shareholders'
equity and cash flows for the year then ended. 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 audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Law Resources, Inc. as of
December 31, 1997, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Houston, Texas
April 2, 1998, except as to note 4
which is as of May 12, 1998

F-144
<PAGE>

LAW RESOURCES, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
ASSETS
------ (UNAUDITED)
<S> <C> <C>
Current assets:
Trade accounts receivable........................... $529,571 $614,430
Prepaid expenses and other assets................... 1,983 8,546
-------- --------
Total current assets.............................. 531,554 622,976
Due from shareholders................................. 136,921 136,921
Other assets.......................................... 7,371 7,371
-------- --------
Total assets $675,846 767,268
======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Current portion of line of credit................... $ -- $375,000
Bank overdraft...................................... 62,300 32,476
Accounts payable.................................... 21,565 26,691
Accrued payroll and related taxes................... 141,713 111,137
Deferred income taxes............................... 18,087 30,644
Other current liabilities........................... 19,387 13,191
-------- --------
Total current liabilities......................... 263,052 589,139
Line of credit...................................... 375,000 --
-------- --------
Total liabilities................................. 638,052 589,139
-------- --------
Shareholders' equity:
Common stock, no par value; 100 shares authorized, 2
shares issued and outstanding...................... 1,000 1,000
Retained earnings................................... 36,794 177,129
-------- --------
Total shareholders' equity........................ 37,794 178,129
-------- --------
Total liabilities and shareholders' equity........ $675,846 $767,268
======== ========
</TABLE>

See accompanying notes to financial statements.

F-145
<PAGE>

LAW RESOURCES, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEAR ENDED 30,
DECEMBER 31, ----------------------
1997 1997 1998
------------ ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
Service fees............................. $3,217,825 $1,573,323 $1,869,948
Permanent placement fees................. 274,482 54,257 191,554
---------- ---------- ----------
Revenues from services................. 3,492,307 1,627,580 2,061,502
Cost of services........................... 2,056,538 928,945 1,158,431
---------- ---------- ----------
Gross profit........................... 1,435,769 698,635 903,071
Selling, general and administrative
expense................................... 1,567,316 937,125 724,459
---------- ---------- ----------
Operating income (loss)................ (131,547) (238,490) 178,612
Other expense (income):
Interest expense......................... 40,081 19,388 20,070
Other income............................. (1,091) (238) --
---------- ---------- ----------
38,990 19,150 20,070
---------- ---------- ----------
Income (loss) before income taxes...... (170,537) (257,640) 158,542
Income tax (benefit) expense............... (13,409) (20,258) 12,557
---------- ---------- ----------
Net income (loss)...................... $ (157,128) $ (237,382) $ 145,985
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-146
<PAGE>

LAW RESOURCES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ --------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1996.................. 2 $1,000 $ 193,922 $ 194,922
Net loss.................................... -- -- (157,128) (157,128)
--- ------ --------- ---------
Balance, December 31, 1997.................. 2 1,000 36,794 37,794
Net income (unaudited)...................... -- -- 145,985 145,985
Shareholder distributions (unaudited)....... -- -- (5,650) (5,650)
--- ------ --------- ---------
Balance, June 30, 1998 (unaudited).......... 2 $1,000 $ 177,129 $ 178,129
=== ====== ========= =========
</TABLE>

See accompanying notes to financial statements.

F-147
<PAGE>

LAW RESOURCES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -------------------
1997 1997 1998
------------ --------- --------
(UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)........................... $(157,128) $(237,382) $145,985
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation............................... 200 200 --
Deferred tax expense (benefit)............. (13,409) (20,258) 12,557
Change in operating assets and liabilities:
Trade accounts receivable................. (67,236) 26,207 (84,859)
Prepaid expenses.......................... 2,378 797 (6,563)
Accounts payable.......................... 6,639 (8,257) 5,126
Accrued payroll and related taxes......... 57,492 20,765 (30,576)
Other current liabilities................. 11,293 19,543 (6,196)
--------- --------- --------
Net cash used in operating activities... (159,771) (198,385) 35,474
--------- --------- --------
Cash flows from investing activities:
Payments on due from shareholders........... 167,500 87,300 --
Advances to shareholders.................... (76,850) -- --
--------- --------- --------
Net cash provided by (used in) investing
activities............................. 90 650 87,300 --
--------- --------- --------
Cash flows from financing activities:
Increase (decrease) in bank overdraft...... 62,300 104,264 (29,824)
Shareholder distributions.................. -- -- (5,650)
--------- --------- --------
Net cash provided by (used in) financing
activites.............................. 62,300 104,264 (35,474)
--------- --------- --------
Net decrease in cash and cash equivalents.... (6,821) (6,821) --
Cash and cash equivalents at beginning of
period...................................... 6,821 6,821 --
--------- --------- --------
Cash and cash equivalents at end of period... $ -- $ -- $ --
========= ========= ========
Supplemental disclosure of cash flow
information:
Cash paid for interest...................... $ 39,836 $ 19,789 $ 20,070
========= ========= ========
Cash paid for taxes......................... $ 100 $ 100 $ 1,108
========= ========= ========
</TABLE>

See accompanying notes to financial statements.

F-148
<PAGE>

LAW RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Law Resources, Inc. (the Company), is incorporated in the District of
Columbia. The Company is engaged in the temporary and permanent placement of
paralegals, attorneys and support staff in the Washington, D.C. and Chicago,
Illinois areas.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements. The Company periodically evaluates the
creditworthiness of its customers' financial conditions to determine credit to
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant.

The Company operates primarily in the legal profession. The Company's
ability to collect amounts due from customers could be affected by economic
fluctuations in its markets or industry.

For the year ended December 31, 1997, one customer accounted for
approximately 17% of revenues. For the six month period ended June 30, 1998,
two customers accounted for approximately 12% and 11%, respectively.

Furniture and Equipment

Furniture and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of furniture and equipment sold or otherwise disposed of and the
accumulated depreciation applicable thereto are eliminated from the accounts
and the resulting gain or loss is reflected in operations.

The cost of furniture and equipment is depreciated over the estimated useful
lives of the related assets using accelerated methods. The estimated useful
lives of property and equipment for purposes of computing depreciation range
from five to seven years.

F-149
<PAGE>

LAW RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income Taxes

For federal and state income tax reporting purposes, the Company has elected
to be taxed as an S corporation and, accordingly all tax attributes of the
Company pass through to its shareholders, except for income earned in the
District of Columbia. Therefore, no provision for federal or state income
taxes is reflected in the accompanying financial statements. The District of
Columbia does not recognize the S corporation filing status. Accordingly, a
provision for income taxes payable to the District of Columbia for income
earned in the District is included in the accompanying financial statements.

Revenue and expenses are reported for tax purposes using the cash basis of
accounting, whereby revenue is recognized when received and expenses are
recognized when paid.

The Company has adopted the liability method of accounting for income taxes
in accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Deferred income taxes are recognized for
temporary differences between financial statement and income tax bases of
assets and liabilities and net operating loss carryforwards related to
operations in the District of Columbia.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salary and wages, (b) employment related taxes and (c)
workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30--90
days). The net adjustment for each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of receivables and accounts payable approximate their
fair values due to the short-term maturities of these instruments.

F-150
<PAGE>

LAW RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(3) FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Furniture and fixtures........................... $ 22,689 $ 22,689
Office equipment................................. 33,990 33,990
-------- --------
56,679 56,679
Less--accumulated depreciation................... (56,679) (56,679)
-------- --------
$ -- $ --
======== ========
</TABLE>

(4) LINE OF CREDIT

The Company is party to a line of credit with a bank with a total borrowing
base of $375,000 or 75% of accounts receivable less than 90 days old,
whichever is lower. At December 31, 1997 and June 30, 1998, the Company had
borrowings under the line of credit of $375,000. The line of credit bears
interest at a rate of prime plus 2%, equal to 10.5% at December 31, 1997 and
June 30, 1998. The weighted average interest rate for the year ended December
31, 1997 and the period ended June 30, 1998 was 10.5%. The line of credit is
secured by accounts receivable of the Company and is guaranteed by the
shareholders of the Company. The line of credit contains certain restrictive
covenants that limit the Company's ability to incur additional indebtedness.
At December 31, 1997, the Company was in violation of certain covenants of the
debt agreement including a minimum net worth ratio. On May 12, 1998, the bank
waived the covenant violations and committed to extend the line of credit to
January 31, 1999. Accordingly, such amount has been reclassified from current
liabilities to noncurrent liabilities at December 31, 1997.

The carrying amount of the Company's line of credit approximates its fair
value because the interest rate on such approximates current market rates.

(5) INCOME TAXES

The components of the (benefit) expense for District of Columbia income
taxes are as follows:

<TABLE>
<CAPTION>
JUNE
DECEMBER 31, JUNE 30, 30,
1997 1997 1998
------------ -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current............................... $ -- $ -- $ --
Deferred.............................. (13,409) (20,258) 12,557
-------- -------- -------
$(13,409) $(20,258) $12,557
======== ======== =======

The net deferred tax liability is comprised of the following:

Deferred tax liability--cash basis of
accounting for income tax purposes... $ 30,654 $ 21,635 $39,684
Deferred tax asset--primarily net
operating loss carryforwards......... 12,567 10,494 9,040
-------- -------- -------
Net deferred tax liability.......... $ 18,087 $ 11,141 $30,644
======== ======== =======
</TABLE>

At December 31, 1997 the Company has net operating loss carryforwards for
District of Columbia purposes of $125,982 expiring 2012.

F-151
<PAGE>

LAW RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(6) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases (except
those with lease terms of a month or less that were not renewed) for year
ended December 31, 1997 was approximately $121,000.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER
--------------------
<S> <C>
1998.......................................................... $118,218
1999.......................................................... 90,828
2000.......................................................... 90,828
2001.......................................................... 30,276
--------
Total minimum lease payments................................ $330,150
========
</TABLE>

(7) RELATED PARTY TRANSACTIONS

The shareholders of the Company are also officers. Included in selling,
general and administrative expenses are salaries paid to officers during the
periods ended December 31, 1997, June 30, 1997 and June 30, 1998 of $638,363,
$357,954 and $193,648, respectively.

At December 31, 1997 and June 30, 1998, the Company has advanced $136,921 to
its shareholders. These advances are noninterest-bearing and have no specific
repayment terms. The fair value of such advances could not be obtained without
incurring excessive costs due to the related party nature of this instrument.

(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-152
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Contract Health Professionals, Inc.:

We have audited the accompanying balance sheet of Contract Health
Professionals, Inc. as of December 31, 1997 and the related statements of
operations, shareholders' equity and cash flows for the year then ended. 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 audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Contract Health
Professionals, Inc. as of December 31, 1997 and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 26, 1998

F-153
<PAGE>

CONTRACT HEALTH PROFESSIONALS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
ASSETS 1997 1998
------ ------------ -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................... $ 22,724 $ 79,300
Trade accounts receivable, net of allowance of
$3,350 and $1,950, respectively.................... 256,260 231,510
Prepaid expenses and other assets................... 3,635 3,690
-------- --------
Total current assets.............................. 282,619 314,500
Property and equipment, net........................... 12,731 21,295
Goodwill, net of amortization of $30,566 and $34,784,
respectively......................................... 318,760 314,542
-------- --------
Total assets...................................... $614,110 $650,337
======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Accrued payroll and related taxes................... $ 48,992 $ 23,570
Other current liabilities........................... 5,494 --
-------- --------
Current liabilities............................... 54,486 23,570
Notes payable to shareholders......................... 148,089 87,495
-------- --------
Total liabilities................................. 202,575 111,065
Shareholders' equity:
Common stock, no par value; 100 shares authorized,
issued and outstanding............................. 100 100
Retained earnings................................... 411,435 539,172
-------- --------
Total shareholders' equity........................ 411,535 539,272
Commitments and contingencies
-------- --------
Total liabilities and shareholders' equity........ $614,110 $650,337
======== ========
</TABLE>

See accompanying notes to financial statements.

F-154
<PAGE>

CONTRACT HEALTH PROFESSIONALS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -------------------
1997 1997 1998
------------ -------- ----------
(UNAUDITED)
<S> <C> <C> <C>
Revenues--service fees....................... $2,099,691 $968,740 $1,236,157
Cost of services............................. 1,511,792 697,884 906,593
---------- -------- ----------
Gross profit............................... 587,899 270,856 329,564
Selling, general, and administrative
expenses.................................... 315,762 154,697 197,966
Amortization of goodwill..................... 8,883 5,305 4,218
Interest expense (income), net............... 18,007 3,750 (357)
---------- -------- ----------
Net income................................. $ 245,247 $107,104 $ 127,737
========== ======== ==========
</TABLE>

See accompanying notes to financial statements.

F-155
<PAGE>

CONTRACT HEALTH PROFESSIONALS, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ -------- --------
<S> <C> <C> <C> <C>
Balance, December 31, 1996..................... 100 $100 $166,188 $166,288
Net income..................................... -- -- 245,247 245,247
--- ---- -------- --------
Balance, December 31, 1997..................... 100 100 411,435 411,535
Net income (unaudited)......................... -- -- 127,737 127,737
--- ---- -------- --------
Balance, June 30, 1998 (unaudited)............. 100 $100 $539,172 $539,272
=== ==== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-156
<PAGE>

CONTRACT HEALTH PROFESSIONALS, INC.

STATEMENTS OF CASH FLOWS

See accompanying notes to financial statements.

F-157
<PAGE>

CONTRACT HEALTH PROFESSIONALS, INC.

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIODS ENDED JUNE 30, 1997 AND
1998 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Contract Health Professionals, Inc. (the Company), incorporated in the state
of Florida in 1994, provides primarily temporary and permanent personnel to
health care facilities located in Florida.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements. The Company periodically evaluates the
creditworthiness of its customers' financial conditions to determine credit to
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant. The Company's ability to
collect amounts due from customers could be affected by economic fluctuations
in its markets.

Property and Equipment

F-158
<PAGE>

CONTRACT HEALTH PROFESSIONALS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Income Taxes

The Company has elected to be treated as an S Corporation in accordance with
the provisions of the Internal Revenue Code of 1986. Under these provisions,
profits and losses are passed directly to the shareholders for inclusion in
their personal income tax returns. Shareholders are also responsible for state
income taxes.

Goodwill

Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over 40 years. The
Company assesses the recoverability of this intangible asset by determining
whether the amortization of the goodwill balance over its remaining life can
be recovered through undiscounted future operating cash flows of the acquired
operation. The amount of goodwill impairment, if any, is measured based on
projected discounted future operating cash flows using a discount rate
reflecting the Company's average cost of funds. The assessment of the
recoverability of goodwill will be impacted if estimated future operating cash
flows are not achieved.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. The Company accounts for service fees and the
related direct professional costs using the accrual method of accounting.
Under the accrual method, service fees relating to professionals with earned
but unpaid costs at the end of each period are recognized as unbilled revenues
and the related direct costs are accrued as a liability during the period in
which costs are incurred by worksite professionals. Subsequent to the end of
each period, such costs are paid and the related service fees are billed.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables, payables and
notes payable approximate their fair values due to their terms and rates as
applicable.

(3) CONCENTRATION OF RISK

At December 31, 1997 approximately 28% of the Company's trade accounts
receivable were derived from one customer. At June 30, 1998, approximately 29%
of the Company's trade accounts receivable were derived from three customers.
Approximately 30% of the Company's revenues for the year ended December 31,
1997 were derived from two customers. Approximately 33% of the Company's
revenues for the six months ended June 30, 1998 were derived from two
customers.

F-159
<PAGE>

CONTRACT HEALTH PROFESSIONALS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(4) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Furniture and fixtures........................... $10,305 $13,662
Office equipment................................. 12,916 21,879
------- -------
23,221 35,541
Less accumulated depreciation.................... 10,490 14,246
------- -------
$12,731 $21,295
======= =======
</TABLE>

(5) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Note payable to shareholders due in monthly
installments of interest only at 7% per annum with a
lump sum principal payment due July 31, 2000........ $105,000 $87,495
Note payable to shareholders due in monthly
installments of interest only at 7% annually with a
lump sum principal payment due July 31, 2000
(prepaid in 1998)................................... 43,089 --
-------- -------
Long-term debt..................................... $148,089 $87,495
======== =======
</TABLE>

(6) EMPLOYEE BENEFIT PLAN

The Company has a defined benefit pension plan (the Plan), which currently
covers two (shareholders) of its five salaried employees. Under the terms of
the Plan, employees working a minimum of one thousand hours per year with
twenty four months of service and who have attained twenty one years of age
are eligible to participate. During 1997, the Company recognized $35,498 of
expense related to the Plan. The projected benefit obligation for service
rendered to December 31, 1997 is approximately $40,000 and plan assets
approximate $51,000.

(7) LEASES

The Company leases office space under a noncancelable lease agreements
accounted for as operating leases. Rental expense for the year ended December
31, 1997 and six months ended June 30, 1998 was approximately $13,272 and
$14,477, respectively.

F-160
<PAGE>

CONTRACT HEALTH PROFESSIONALS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998.......................................................... $ 30,422
1999.......................................................... 32,121
2000.......................................................... 32,121
2001.......................................................... 32,121
2002.......................................................... 32,121
2003.......................................................... 2,678
--------
Total minimum lease payments................................ $161,584
========
</TABLE>

(8) SUBSEQUENT EVENT (UNAUDITED)

F-161
<PAGE>

INTERNAL GROWTH
- --------------------------------------------------------------------------------

Financial

H/R Benefits

Info Mgt "SKILL LINKS" Market'g

Legal Pharmacy

Sparks Absolutely Burnett TOSI Access Corelink

"LAUNCH PLATFORM COMPANIES"

PCN Task Botal

<PAGE>

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

NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY OF THE UNDERWRITERS
OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS 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 SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLIC-
ITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SHARES OF COMMON
STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITA-
TION OF AN OFFER TO BUY ANY OF THE SHARES OF COMMON STOCK OFFERED HEREBY BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHO-
RIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALI-
FIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLIC-
ITATION.

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

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 10
The Company............................................................... 19
Use of Proceeds........................................................... 22
Dividend Policy........................................................... 22
Capitalization............................................................ 23
Dilution.................................................................. 24
Selected Historical and Pro Forma Financial Data.......................... 25
Management's Discussion and Analysis of Pro Forma Financial Condition and
Pro Forma Results of Operations.......................................... 27
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Combined and Selected Founding Companies..................... 33
Business.................................................................. 46
Management................................................................ 57
Certain Transactions...................................................... 65
Principal Stockholders.................................................... 69
Shares Eligible for Future Sale........................................... 71
Description of Capital Stock.............................................. 72
Underwriting.............................................................. 75
Legal Matters............................................................. 76
Experts................................................................... 76
Additional Information.................................................... 76
Index to Financial Statements............................................. F-1
</TABLE>

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), 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.

6,458,334 SHARES

[LOGO TO COME]
WORK INTERNATIONAL CORPORATION

COMMON STOCK

----------------
PROSPECTUS

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

THE ROBINSON-HUMPHREY COMPANY

J.C. BRADFORD & CO.

ABN AMRO INCORPORATED

, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses (other than underwriting
discounts and commissions) in connection with the offering described in this
Registration Statement, all of which shall be paid by the Company. All of such
amounts (except the SEC Registration Fee, the NASD Filing Fee and the New York
Stock Exchange Listing Fee) are estimated.

<TABLE>
<S> <C>
SEC Registration Fee................................................... $28,483
NASD Filing Fee........................................................ *
New York Stock Exchange Listing Fee.................................... *
Blue Sky Fees and Expenses............................................. *
Printing and Engraving Costs........................................... *
Legal Fees and Expenses................................................ *
Accounting Fees and Expenses........................................... *
Transfer Agent and Registrar Fees and Expenses......................... *
Miscellaneous.......................................................... *
-------
Total.................................................................. *
=======
</TABLE>
- --------
* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The TBCA permits a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action. In an action
brought to obtain a judgment in the corporation's favor, whether by the
corporation itself or derivatively by a stockholder, the corporation may only
indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of such action, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment
or in settlement of the claim. In any such action, no indemnification may be
paid in respect of any claim, issue or matter as to which such person shall
have been adjudged liable to the corporation except as otherwise approved by
the court in which the claim was brought. In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with such other proceeding, as
well as to expenses.

The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.

WORK's Certificate of Incorporation and Bylaws require WORK to indemnify its
directors and officers to the fullest extent permitted under Texas law. In
addition, pursuant to employment agreements entered into by WORK with its
executive officers and certain other key employees, WORK must indemnify such
officers and

II-1
<PAGE>

employees in the same manner and to the same extent that WORK is required to
indemnify its directors under WORK's Certificate of Incorporation and Bylaws.
WORK's Certificate of Incorporation limits the personal liability of a
director to the corporation or its stockholders to damages for breach of the
director's fiduciary duty.

WORK has not purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or
that may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws. WORK has
entered into indemnification agreements to indemnify its directors and
executive officers to the maximum extent permitted under Texas law.

The Underwriting Agreement provides for indemnification of the directors and
officers of the Company by the Underwriters in certain circumstances for
liability under the Securities Act for certain misstatements or omissions in
information provided by the Underwriters to the Company specifically for
inclusion in the Registration Statement.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since its inception (September 4, 1997), WORK has issued and sold the
following unregistered securities:

(1) On July 10, 1998, WORK underwent a recapitalization which included
the Reverse Stock Split. As adjusted for the recapitalization, WORK has
issued and sold an aggregate of 885,718 shares of Common Stock to its
employees, directors and consultants at a purchase price of approximately
$.003 per share as follows:

COMMON STOCK PURCHASERS

<TABLE>
<CAPTION>
NUMBER
OF DATE OF
SHAREHOLDER SHARES SUBSCRIPTION
----------- ------- -----------------
<S> <C> <C>
Edward J. Hoffer...................................... 101,339 September 4, 1997
Scott J. Wollins...................................... 87,578 September 4, 1997
Richard K. Reiling.................................... 153,886 September 4, 1997
Richard S. Rouse...................................... 25,021 September 4, 1997
Bollard Group LLC..................................... 43,789 September 4, 1997
J. Patrick Millinor, Jr............................... 2,503 September 4, 1997
Chester J. Jachimiec.................................. 2,503 September 4, 1997
Jerome L. Strom....................................... 1,876 September 4, 1997
Debra Joy Eklove...................................... 2,503 September 4, 1997
S*H Family Limited Partnership........................ 45,665 September 4, 1997
Darren Miller......................................... 2,503 September 4, 1997
Pamela Gaye Anderson Reiling.......................... 2,503 September 4, 1997
Jeanette R. Sooley.................................... 2,503 September 4, 1997
Donna L. Vernon....................................... 1,983 September 4, 1997
Samuel R. Sacco....................................... 68,393 September 4, 1997
French Family Trust................................... 177,438 September 4, 1997
Jones Joint Trust..................................... 19,826 September 4, 1997
Monte R. Stephens..................................... 62,445 September 4, 1997
Arthur C. Goetze...................................... 1,250 September 4, 1997
Foresee Capital Ltd................................... 18,766 September 4, 1997
Mark F. Walz.......................................... 61,445 September 4, 1997
-------
TOTAL COMMON SHARES............................. 885,718
=======
</TABLE>

(2) On May 15, 1998, the Company granted Michael Hlinak, Kay Berry and
Curt Mackey 15,000, 2,500 and 2,500 shares of Common Stock, respectively,
in exchange for services.

II-2
<PAGE>

(3) From November to December 1997, WORK issued and sold an aggregate
1,000 shares of Series A Preferred Stock for an aggregate cash
consideration of $1 million. Upon closing of the Offering, the outstanding
shares of Series A Preferred Stock were automatically converted into
200,482 shares of Common Stock. Shares of Series A Preferred Stock were
issued to the following accredited investors:

SERIES A PREFERRED STOCK PURCHASERS

<TABLE>
<CAPTION>
NUMBER
OF DATE OF
NAME SHARES SUBSCRIPTION
---- ------- ----------------
<S> <C> <C>
Atlantis Software...................................... 62.5 November 5, 1997
Vincent Vazquez........................................ 62.5 November 5, 1997
J. Martin and Sandra Barrash........................... 40.0 December 1, 1997
Deborah Ilene Barrash.................................. 20.0 December 1, 1997
Lauren Michelle Barrash................................ 20.0 December 1, 1997
Jennifer Lynn Barrash.................................. 20.0 December 1, 1997
P. Jeffrey Bogert...................................... 50.0 December 1, 1997
Stanley W. Crawford.................................... 25.0 December 1, 1997
David H. Davis......................................... 25.0 December 1, 1997
David L. Fink.......................................... 50.0 December 1, 1997
Bradley R. Freels...................................... 25.0 December 1, 1997
John H. Hessel Living Trust, U/A 09-22-89.............. 50.0 December 1, 1997
Scott M. Hoffer........................................ 50.0 December 1, 1997
Husky Boy, LLC......................................... 25.0 December 1, 1997
Daniel H. Mainini...................................... 25.0 December 1, 1997
S*H Family Limited Partnership......................... 25.0 December 1, 1997
Ralph and Carole Minton................................ 50.0 December 1, 1997
John D. Morell......................................... 15.0 December 1, 1997
Samuel R. Sacco........................................ 25.0 December 1, 1997
Thomas P. Sawyer....................................... 25.0 December 1, 1997
W. Craig Schmitz....................................... 25.0 December 1, 1997
Spectra Partners, Ltd.................................. 65.0 December 1, 1997
Jerome L. and Rosie Ann Strom.......................... 75.0 December 1, 1997
Roger and Jane Strom................................... 20.0 December 1, 1997
John M. Sullivan....................................... 25.0 December 1, 1997
Jack & Janyce Turturici................................ 50.0 December 1, 1997
Irwin M. Barg.......................................... 50.0 December 1, 1997
-------
TOTAL SERIES A SHARES............................ 1,000.0
=======
</TABLE>

II-3
<PAGE>

(4) During March and April 1998, WORK issued and sold an aggregate 2,500
shares of Series B Preferred Stock for an aggregate cash consideration of
$2.5 million. Upon closing of the Offering, the outstanding shares of
Series B Preferred Stock were automatically converted into 313,253 shares
of Common Stock. Shares of Series B Preferred Stock were issued to the
following accredited investors:

SERIES B PREFERRED STOCK PURCHASERS

<TABLE>
<CAPTION>
NUMBER DATE OF
SHAREHOLDER OF SHARES SUBSCRIPTION
----------- --------- --------------
<S> <C> <C>
Frank Blumenfeld....................................... 100.0 March 26, 1998
B. R. Eubanks.......................................... 150.0 March 26, 1998
Stephen L. Hughey...................................... 50.0 March 26, 1998
Kase Family LTD........................................ 100.0 March 26, 1998
Kenneth H. Kase........................................ 10.0 March 26, 1998
Jerome L. Strom and Rosie Ann Strom.................... 100.0 March 26, 1998
Merit Systems, Inc..................................... 200.0 March 27, 1998
3 K Partnership........................................ 200.0 March 30, 1998
Earle S. Lilly......................................... 40.0 March 30, 1998
Barry W. Adkins........................................ 7.5 March 31, 1998
Joseph F. & Vera Brown, LTD. Trust..................... 50.0 March 31, 1998
B. R. Eubanks.......................................... 100.0 March 31, 1998
Doris T. Finger Trust.................................. 70.0 March 31, 1998
Alan S. Finger......................................... 100.0 March 31, 1998
Finger Interests Number One, LTD....................... 100.0 March 31, 1998
Sherri E. Hughey....................................... 50.0 March 31, 1998
Barney F. Kogen and Company, Inc....................... 95.0 March 31, 1998
Leslie W. Levenson..................................... 50.0 March 31, 1998
John H. Lindsey........................................ 100.0 March 31, 1998
Daniel A. Mainini...................................... 25.0 March 31, 1998
W. Mark Moore.......................................... 5.0 March 31, 1998
Roger A. Ramsey........................................ 200.0 March 31, 1998
Don K. Rice Investment Company......................... 50.0 March 31, 1998
Wayne A. Risoli........................................ 7.5 March 31, 1998
Tierney Investments.................................... 50.0 March 31, 1998
Thomas J. Tierney...................................... 100.0 March 31, 1998
Marvin Z. Woskow....................................... 100.0 March 31, 1998
Richard K. Reiling..................................... 40.0 March 31, 1998
Rusty Burnett and Susan W. Burnett..................... 200.0 March 31, 1998
Ralph & Carole Minton.................................. 50.0 April 1, 1998
-------
TOTAL SERIES B SHARES............................ 2,500.0
=======
</TABLE>

The sales of the securities described in paragraphs (1) through (3) were
exempt from registration under the Securities Act in reliance upon Section
4(2) of the Securities Act, or Regulation D promulgated thereunder, as
transactions by an issuer not involving a public offering. The recipients of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were affixed
to the share certificates and other instruments issued in such transactions.
All recipients either received adequate information about WORK or had access,
through employment or other relationships, to such information.

II-4
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
+1.1 --Form of Underwriting Agreement.
*2.1 --Agreement and Plan of Reorganization dated July 10, 1998 by and
among the Company, APS Acquisition, Inc., Absolutely Professional
Staffing, Inc. and its Stockholders.
*2.2 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, BAI Acquisition, Inc., Botal Associates, Inc.
and its Stockholders.
*2.3 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, AIM Acquisition, Inc., Aim Staffing, Inc. and
its Stockholders.
*2.4 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, ACC Acquisition, Inc., Access Staffing, Inc.
and its Stockholders.
*2.5 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, BT Acquisition, Inc., Benetemps, Inc. and its
Stockholders.
*2.6 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, BCC Acquisition, Inc., The Burnett Companies
Consolidated, Inc. and its Stockholders.
*2.7 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CHPI Acquisition, Inc., Contract Health
Professionals Inc. and its Stockholders.
*2.8 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CPI Acquisition, Inc., Core Personnel, Inc.
and its Stockholders.
*2.9 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CPA Acquisition, Inc., Core Personnel of
Arlington, Inc. and its Stockholders.
*2.10 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CSSI Acquisition, Inc., CoreLink Staffing
Services, Inc. and its Stockholders.
*2.11 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, LPL Acquisition, Inc., Law Pros Legal
Placement Services, Inc. and its Stockholders.
*2.12 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, LRI Acquisition, Inc., Law Resources, Inc. and
its Stockholders.
*2.13 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, PCN Acquisition, Inc., Professional Consulting
Network, Inc. and its Stockholders.
*2.14 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, SHA Acquisition, Inc., Smith Hanley
Associates, Inc. and its Stockholders.
*2.15 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, SHCG Acquisition, Inc., Smith Hanley
Consulting Group, Inc. and its Stockholders.
*2.16 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, SPS Acquisition, Inc., Sparks Personnel
Services, Inc. and its Stockholders.
*2.17 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, SAI Acquisition, Inc., Sparks Associates, Inc.
and its Stockholders.
*2.18 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CCS Acquisition, L.L.C., Customer Care
Solutions, LLC and its Stockholders.
*2.19 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, TMI Acquisition, Inc., Task Management, Inc.
and its Stockholders.
*2.20 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, 1296209 Ontario Inc., TOSI Placement Services
Inc. and its Stockholders.
*2.21 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, WSI Acquisition, Inc., WSI Personnel Services,
Inc. and its Stockholders.
*2.22 --Uniform Provisions of the Agreements and Plans of Reorganization for
the Acquisition of the Founding Companies.
*2.23 --Form of General Release executed by the Founding Companies'
stockholders.
*3.1 --Amended and Restated Articles of Incorporation of the Company dated
July 10, 1998.
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*3.2 --Bylaws of the Company.
+4.1 --Form of Certificate representing Common Stock.
*4.2 --Form of Registration Rights Agreement among the Company and the
Founding Companies' stockholders.
**5.1 --Opinion of Porter & Hedges, L.L.P.
**10.1 --1998 Incentive Stock Plan of the Company.
**10.2 --Form of Indemnification Agreement between the Company and each of
its directors and officers.
*10.3 --Employment Agreement by and between the Company and Samuel R. Sacco
dated effective as of September 30, 1997.
*10.4 --Employment Agreement by and between the Company and B. Garfield
French dated November 1, 1997.
*10.5 --Employment Agreement by and between the Company and Mark F. Walz
dated effective as of December 6, 1997.
*10.6 --Employment Agreement by and between the Company and Monte R.
Stephens dated effective as of November 15, 1997.
**10.7 --Employment Agreement by and between the Company and Michael L.
Hlinak.
*10.8 --Employment Agreement by and between the Company and Susan W. Burnett
to be effective upon consummation of the Acquisitions.
*10.9 --Employment Agreement by and between the Company and Stephen M.
Sparks to be effective upon consummation of the Acquisitions.
*10.10 --Employment Agreement by and between the Company and Gilbert Rosen to
be effective upon consummation of the Acquisitions.
*10.11 --Employment Agreement by and between the Company and Morton Fishman
to be effective upon consummation of the Acquisitions.
*10.12 --Employment Agreement by and between the Company and John R. Haesler
to be effective upon consummation of the Acquisitions.
*10.13 --Employment Agreement by and between the Company and James Schneider
to be effective upon consummation of the Acquisitions.
*10.14 --Employment Agreement by and between the Company and Thomas A.
Hanley, Jr. to be effective upon consummation of the Acquisitions.
*10.15 --Form of Employment Agreement by and between the Company and certain
key officers of the Founding Companies to be effective upon
consummation of the Acquisitions.
*10.16 --Engagement Agreement by and between the Company and Bollard dated
July 2, 1998.
*10.17 --Consulting Agreement by and between the Company and Bollard dated
April 1, 1998.
*10.18 --Agreement by and between the Company and Bollard dated July 2, 1998.
**10.19 --Funding Agreement by and between the Company and Bollard.
*21.1 --Subsidiaries of WORK.
**23.1 --Consent of KPMG Peat Marwick LLP.
**23.2 --Consent of Porter & Hedges, L.L.P. (contained in Exhibit 5.1)
*23.3 --Consent of Roger A. Ramsey as nominee for director
*23.4 --Consent of John M. Sullivan as a nominee for director
*23.5 --Consent of J. Patrick Millinor, Jr. as a nominee for director
*23.6 --Consent of Susan W. Burnett as a nominee for director
*23.7 --Consent of Stephen M. Sparks as a nominee for director
*23.8 --Consent of Gilbert Rosen as a nominee for director
*23.9 --Consent of Morton Fishman as a nominee for director
*23.10 --Consent of John R. Haesler as a nominee for director
*23.11 --Consent of James Schneider as a nominee for director
*23.12 --Consent of Thomas A. Hanley, Jr. as a nominee for director
*24.1 --Power of Attorney (previously included on the signature page of this
Registration Statement).
**27.1 --Financial Data Schedule.
</TABLE>
- --------

*Previously filed.

**Filed herewith.

+To be filed by amendment.

(b) Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the
required information is contained in the Financial Statements or Notes thereto.

II-6
<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the Underwriters,
at the closing specified in the Underwriting Agreement, certificates
representing the shares of Common Stock offered hereby in such denominations
and registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 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 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 Act
and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as a part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act 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-7
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF HOUSTON, STATE OF TEXAS, ON AUGUST 25, 1998.

WORK INTERNATIONAL CORPORATION

*
By: __________________________________
B. Garfield French,
President and Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<S> <C>
SIGNATURE CAPACITY IN WHICH
SIGNED DATE

* President and Chief August 25, 1998
- ---------------------------------- Executive Officer,
B. GARFIELD FRENCH Director (Principal
Executive Officer)

/s/ Mark F. Walz Vice President and August 25, 1998
- ---------------------------------- Chief Financial
MARK F. WALZ Officer (Principal
Financial and
Accounting Officer)

* Director August 25, 1998
- ----------------------------------
SAMUEL R. SACCO

/s/ Mark F. Walz
*By: _____________________________
Mark F. Walz
Vice President and Chief
Financial Officer and
as attorney-in-fact
</TABLE>

II-8

<PAGE>

EXHIBIT 5.1

August 25, 1998

WORK International Corporation
700 Louisiana, Suite 3900
Houston, Texas 77002

Re: Opinion as to Legality of Common Stock of WORK International
Corporation

Gentlemen:

We have examined the articles of incorporation and bylaws, both as amended
to date, and the corporate proceedings of WORK International Corporation, a
Texas corporation ("Company"), relating to the registration under the Securities
Act of 1933, as amended, of 7,427,084 shares of Common Stock, $.001 par value,
which are being registered on behalf of the Company and have made such other
examinations as we deem necessary in the premises, and from such examinations we
are of the opinion that:

1. The Company is a validly organized and existing corporation under the
laws of the State of Texas.

2. The certificates for the Common Stock of the Company are in due and
proper form; and the up to 7,427,084 shares (consisting of 6,458,334 firm shares
and up to 968,750 additional shares contingently issuable upon exercise of the
underwriters' over allotment option) of Common Stock to be sold by the Company
will, when issued, be validly issued, fully paid and non-assessable outstanding
securities of the Company.

We consent to the use of this opinion and the reference to our firm in the
Registration Statement and Prospectus.

Very truly yours,

/s/ Porter & Hedges, L.L.P.

PORTER & HEDGES, L.L.P.

<PAGE>

EXHIBIT 10.1

WORK INTERNATIONAL CORPORATION
1998 INCENTIVE PLAN

(As Effective August 21, 1998)
<PAGE>

WORK INTERNATIONAL CORPORATION
1998 INCENTIVE PLAN

SECTION 1

GENERAL PROVISIONS RELATING TO
PLAN GOVERNANCE, COVERAGE AND BENEFITS

1.1 PURPOSE

The purpose of the Plan is to foster and promote the long-term financial
success of WORK International Corporation (the "Company") and its Subsidiaries
and to increase stockholder value by: (a) encouraging the commitment of selected
key Employees, Consultants and Outside Directors, (b) motivating superior
performance of key Employees, Consultants and Outside Directors by means of
long-term performance related incentives, (c) encouraging and providing key
Employees, Consultants and Outside Directors with a program for obtaining
ownership interests in the Company which link and align their personal interests
to those of the Company's stockholders, (d) attracting and retaining key
Employees, Consultants and Outside Directors by providing competitive incentive
compensation opportunities, and (e) enabling key Employees, Consultants and
Outside Directors to share in the long-term growth and success of the Company.

The Plan provides for payment of various forms of incentive compensation
and it is not intended to be a plan that is subject to the Employee Retirement
Income Security Act of 1974, as amended (ERISA). The Plan shall be interpreted,
construed and administered consistent with its status as a plan that is not
subject to ERISA.

Subject to approval by the Company's shareholders pursuant to Section 7.1,
if applicable, the Plan shall become effective as of August 21, 1998 (the
"EFFECTIVE DATE"). The Plan shall commence on the Effective Date, and shall
remain in effect, subject to the right of the Board to amend or terminate the
Plan at any time pursuant to Section 7.7, until all Shares subject to the Plan
have been purchased or acquired according to its provisions. However, in no
event may an Incentive Award be granted under the Plan after the expiration of
ten (10) years from the Effective Date. Any Incentive Award granted prior to
the Effective Date shall be subject to the subsequent receipt of stockholder
approval of the Plan pursuant to Section 7.1 if applicable.

1.2 DEFINITIONS

The following terms shall have the meanings set forth below:

(a) AUTHORIZED OFFICER. The Chairman of the Board or the Chief
Executive Officer of the Company or any other senior officer of the Company
to whom either of them delegate the authority to execute any Incentive
Agreement for and on behalf of the Company. No officer or director shall
be an Authorized Officer with respect to any Incentive Agreement for
himself.

(b) BOARD. The Board of Directors of the Company.
<PAGE>

(c) CAUSE. When used in connection with the termination of a
Grantee's Employment, shall mean the termination of the Grantee's
Employment by the Company by reason of (i) the conviction of the Grantee by
a court of competent jurisdiction as to which no further appeal can be
taken of a crime involving moral turpitude or a felony; (ii) the proven
commission by the Grantee of an act of fraud upon the Company; (iii) the
willful and proven misappropriation of any funds or property of the Company
by the Grantee; (iv) the willful, continued and unreasonable failure by the
Grantee to perform the material duties assigned to him; (v) the knowing
engagement by the Grantee in any direct, material conflict of interest with
the Company without compliance with the Company's conflict of interest
policy, if any, then in effect; or (vi) the knowing engagement by the
Grantee, without the written approval of the Board, in any activity which
competes with the business of the Company or which would result in a
material injury to the business, reputation or goodwill of the Company.

(d) CHANGE IN CONTROL. Any of the events described in and subject
to Section 6.7.

(e) CODE. The Internal Revenue Code of 1986, as amended, and the
regulations and other authority promulgated thereunder by the appropriate
governmental authority. References herein to any provision of the Code
shall refer to any successor provision thereto.

(f) COMMITTEE. A committee appointed by the Board consisting of
not less than two directors as appointed by the Board to administer the
Plan. However, if the Company is a Publicly Held Corporation, the Plan
shall be administered by a committee appointed by the Board consisting of
not less than two directors who fulfill the "non-employee director"
requirements of Rule 16b-3 under the Exchange Act and the "outside
director" requirements of Section 162(m) of the Code. In either case, the
Committee may be the Compensation Committee of the Board, or any
subcommittee of the Compensation Committee, provided that the members of
the Committee satisfy the requirements of the previous provisions of this
paragraph. The Board shall have the power to fill vacancies on the
Committee arising by resignation, death, removal or otherwise. The Board,
in its sole discretion, may bifurcate the powers and duties of the
Committee among one or more separate committees, or retain all powers and
duties of the Committee in a single Committee. The members of the
Committee shall serve at the discretion of the Board.

Notwithstanding the preceding paragraph, the term "Committee" as used
in the Plan with respect to any Incentive Award for an Outside Director
shall refer to the entire Board. In the case of an Incentive Award for an
Outside Director, the Board shall have all the powers and responsibilities
of the Committee hereunder as to such Incentive Award, and any actions as
to such Incentive Award may be acted upon only by the Board (unless it
otherwise designates in its discretion). When the Board exercises its
authority to act in the capacity as the Committee hereunder with respect to
an Incentive Award for an Outside Director, it shall so designate with
respect to any action that it undertakes in its capacity as the Committee.

(g) COMMON STOCK. The common stock of the Company, $.001 par value
per share, and any class of common stock into which such common shares may
hereafter be converted, reclassified or recapitalized.
<PAGE>

(h) COMPANY. WORK International Corporation, a corporation
organized under the laws of the State of Texas, and any successor in
interest thereto.

(i) CONSULTANT. An independent agent, consultant, attorney, an
individual who has agreed to become an Employee, or any other individual
who is not an Outside Director or employee of the Company (or any Parent or
Subsidiary) and who, in the opinion of the Committee, is in a position to
contribute materially to the growth or financial success of the Company (or
any Parent or Subsidiary).

(j) COVERED EMPLOYEE. Only if the Company is a Publicly Held
Corporation, a named executive officer who is one of the group of covered
employees as defined in Section 162(m) of the Code and Treasury Regulation
(S) 1.162-27(c) (or its successor).

(k) DEFERRED STOCK. Shares of Common Stock to be issued or
transferred to a Grantee under an Other Stock-Based Award granted pursuant
to Section 5 at the end of a specified deferral period, as set forth in the
Incentive Agreement pertaining thereto.

(l) DISABILITY. As determined by the Committee in its discretion
exercised in good faith, a physical or mental condition of the Employee
that would entitle him to payment of disability income payments under the
Company's long term disability insurance policy or plan for employees, as
then effective, if any; or in the event that the Grantee is not covered,
for whatever reason, under the Company's long-term disability insurance
policy or plan, Disability" means a permanent and total disability as
defined in Section 22(e)(3) of the Code. A determination of Disability may
be made by a physician selected or approved by the Committee and, in this
respect, the Grantee shall submit to an examination by such physician upon
request.

(m) EMPLOYEE. Any employee of the Company (or any Parent or
Subsidiary) within the meaning of Section 3401(c) of the Code who, in the
opinion of the Committee, is one of a select group of executive officers,
other officers, or other key personnel of the Company (or any Parent or
Subsidiary), who is in a position to contribute materially to the growth
and development and to the financial success of the Company (or any Parent
or Subsidiary), including, without limitation, officers who are members of
the Board.

(n) EMPLOYMENT. Employment by the Company (or any Parent or
Subsidiary), or by any corporation issuing or assuming an Incentive Award
in any transaction described in Section 424(a) of the Code, or by a parent
corporation or a subsidiary corporation of such corporation issuing or
assuming such Incentive Award, as the parent-subsidiary relationship shall
be determined at the time of the corporate action described in Section
424(a) of the Code. In this regard, neither the transfer of a Grantee from
Employment by the Company to Employment by any Parent or Subsidiary, nor
the transfer of a Grantee from Employment by any Parent or Subsidiary to
Employment by the Company, shall be deemed to be a termination of
Employment of the Grantee. Moreover, the Employment of a Grantee shall not
be deemed to have been terminated because of an approved leave of absence
from active Employment on account of temporary illness, authorized vacation
or granted for reasons of professional advancement, education, health, or
government service, or during military leave for any period (if the Grantee
returns to active Employment within 90 days after the termination of
military leave), or during any period required to be treated as a leave of
<PAGE>

absence by virtue of any applicable statute, Company personnel policy or
agreement. Whether an authorized leave of absence shall constitute
termination of Employment hereunder shall be determined by the Committee in
its discretion.

Unless otherwise provided in the Incentive Agreement, the term
"Employment" for purposes of the Plan will also include compensatory
services performed by a Consultant for the Company (or any Parent or
Subsidiary) as well as membership on the Board by an Outside Director.

(o) EXCHANGE ACT. The Securities Exchange Act of 1934, as
amended.

(p) FAIR MARKET VALUE. If the Company is not a Publicly Held
Corporation at the time a determination of the Fair Market Value of the
Common Stock is required to be made hereunder, the determination of Fair
Market Value for purposes of the Plan shall be made by the Committee in its
discretion exercised in good faith. In this respect, the Committee may
rely on such financial data, valuations or experts as it deems advisable
under the circumstances.

If the Company is a Publicly Held Corporation, the Fair Market Value
of one share of Common Stock on the date in question is deemed to be (i)
the closing sales price on the immediately preceding business day of a
share of Common Stock as reported on the principal securities exchange on
which Shares are then listed or admitted to trading, or (ii) if not so
reported, the average of the closing bid and asked prices for a Share on
the immediately preceding business day as quoted on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), or
(iii) if not quoted on NASDAQ, the average of the closing bid and asked
prices for a Share as quoted by the National Quotation Bureau's "Pink
Sheets" or the National Association of Securities Dealers' OTC Bulletin
Board System. If there was no public trade of Common Stock on the date in
question, Fair Market Value shall be determined by reference to the last
preceding date on which such a trade was so reported.

(q) GRANTEE. Any Employee, Consultant or Outside Director who is
granted an Incentive Award under the Plan.

(r) INCENTIVE AWARD. A grant of an award under the Plan to a
Grantee, including any Nonstatutory Stock Option, Incentive Stock Option,
Reload Option, Restricted Stock Award, Performance Unit, Performance Share,
or Other Stock-Based Award, as well as any Supplemental Payment.

(s) INCENTIVE AGREEMENT. The written agreement entered into
between the Company and the Grantee setting forth the terms and conditions
pursuant to which an Incentive Award is granted under the Plan, as such
agreement is further defined in Section 6.1(a).

(t) INCENTIVE STOCK OPTION. A Stock Option granted by the
Committee to an Employee under Section 2 which is designated by the
Committee as an Incentive Stock Option and intended to qualify as an
Incentive Stock Option under Section 422 of the Code.
<PAGE>

(u) INSIDER. To the extent that the Company is a Publicly Held
Corporation, an individual who is, on the relevant date, an officer,
director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of
the Exchange Act, all as defined under Section 16 of the Exchange Act.

(v) NONSTATUTORY STOCK OPTION. A Stock Option granted by the
Committee to a Grantee under Section 2 which is not designated by the
Committee as an Incentive Stock Option.

(w) OPTION PRICE. The exercise price at which a Share may be
purchased by the Grantee of a Stock Option.

(x) OTHER STOCK-BASED AWARD. An award granted by the Committee to a
Grantee under Section 5.1 that is valued in whole or in part by reference
to, or is otherwise based upon, Common Stock.

(y) OUTSIDE DIRECTOR. A member of the Board who is not, at the
time of grant of an Incentive Award, an employee of the Company or any
Parent or Subsidiary.

(z) PARENT. Any corporation (whether now or hereafter existing)
which constitutes a "parent" of the Company, as defined in Section 424(e)
of the Code.

(aa) PERFORMANCE-BASED EXCEPTION. If the Company is a Publicly
Held Corporation, the performance-based exception from the tax
deductibility limitations of Section 162(m) of the Code, as prescribed in
Code (S) 162(m) and Treasury Regulation (S) 1.162-27(e) (or its successor).

(bb) PERFORMANCE PERIOD. A period of time determined by the
Committee over which performance is measured for the purpose of determining
a Grantee's right to and the payment value of any Performance Unit,
Performance Share or Other Stock-Based Award.

(cc) PERFORMANCE SHARE OR PERFORMANCE UNIT. An Incentive Award
representing a contingent right to receive cash or shares of Common Stock
(which may be Restricted Stock) at the end of a Performance Period and
which, in the case of Performance Shares, is denominated in Common Stock,
and, in the case of Performance Units, is denominated in cash values.

(dd) PLAN. The WORK International Corporation 1998 Incentive Plan as
set forth herein and as it may be amended from time to time.

(ee) PUBLICLY HELD CORPORATION. A corporation issuing any class of
common equity securities required to be registered under Section 12 of the
Exchange Act.

(ff) RESTRICTED STOCK. Shares of Common Stock issued or transferred
to a Grantee pursuant to Section 3.

(gg) RESTRICTED STOCK AWARD. An authorization by the Committee to
issue or transfer Restricted Stock to a Grantee.
<PAGE>

(hh) RESTRICTION PERIOD. The period of time determined by the
Committee and set forth in the Incentive Agreement during which the
transfer of Restricted Stock by the Grantee is restricted.

(ii) RETIREMENT. The voluntary termination of Employment from the
Company or any Parent or Subsidiary constituting retirement for age on any
date after the Employee attains the normal retirement age of 65 years, or
such other age as may be designated by the Committee in the Employee's
Incentive Agreement.

(jj) SHARE. A share of the Common Stock of the Company.

(kk) SHARE POOL. The number of shares authorized for issuance
under Section 1.4, as adjusted for awards and payouts under Section 1.5 and
as adjusted for changes in corporate capitalization under Section 6.5.

(ll) STOCK OPTION OR OPTION. Pursuant to Section 2, (i) an Incentive
Stock Option granted to an Employee, or (ii) a Nonstatutory Stock Option
granted to an Employee, Consultant or Outside Director, whereunder such
option the Grantee has the right to purchase Shares of Common Stock. In
accordance with Section 422 of the Code, no Consultant or Outside Director
shall be granted an Incentive Stock Option.

(mm) SUBSIDIARY. Any corporation (whether now or hereafter existing)
which constitutes a "subsidiary" of the Company, as defined in Section
424(f) of the Code.

(nn) SUPPLEMENTAL PAYMENT. Any amount, as described in Sections
2.5, 3.4 and/or 4.2, dedicated to payment of income taxes that are payable
by the Grantee on an Incentive Award.

1.3 PLAN ADMINISTRATION

(a) AUTHORITY OF THE COMMITTEE. Except as may be limited by law
and subject to the provisions herein, the Committee shall have full power
to (i) select Grantees who shall participate in the Plan; (ii) determine
the sizes, duration and types of Incentive Awards; (iii) determine the
terms and conditions of Incentive Awards and Incentive Agreements; (iv)
determine whether any Shares subject to Incentive Awards will be subject to
any restrictions on transfer; (v) construe and interpret the Plan and any
Incentive Agreement or other agreement entered into under the Plan; and
(vi) establish, amend, or waive rules for the Plan's administration.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan.

The Committee may grant an Incentive Award to an individual who it
expects to become an Employee within the next six months, with such
Incentive Award being subject to such individual actually becoming an
Employee within such time period, and subject to such other terms and
conditions as may be established by the Committee in its discretion.

(b) MEETINGS. The Committee shall designate a chairman from among
its members who shall preside at all of its meetings, and shall designate a
secretary, without regard to whether that person is a member of the
Committee, who shall keep the minutes of
<PAGE>

the proceedings and all records, documents, and data pertaining to its
administration of the Plan. Meetings shall be held at such times and places
as shall be determined by the Committee and the Committee may hold
telephonic meetings. The Committee may take any action otherwise proper
under the Plan by the affirmative vote, taken with or without a meeting, of
a majority of its members. The Committee may authorize any one or more of
their members or any officer of the Company to execute and deliver
documents on behalf of the Committee.

(c) DECISIONS BINDING. All determinations and decisions made by
the Committee shall be made in its discretion pursuant to the provisions of
the Plan, and shall be final, conclusive and binding on all persons
including the Company, its shareholders, Employees, Grantees, and their
estates and beneficiaries. The Committee's decisions and determinations
with respect to any Incentive Award need not be uniform and may be made
selectively among Incentive Awards and Grantees, whether or not such
Incentive Awards are similar or such Grantees are similarly situated.

(d) MODIFICATION OF OUTSTANDING INCENTIVE AWARDS. Subject to the
stockholder approval requirements of Section 7.7 if applicable, the
Committee may, in its discretion, provide for the extension of the
exercisability of an Incentive Award, accelerate the vesting or
exercisability of an Incentive Award, eliminate or make less restrictive
any restrictions contained in an Incentive Award, waive any restriction or
other provisions of an Incentive Award, or otherwise amend or modify an
Incentive Award in any manner that is either (i) not adverse to the Grantee
to whom such Incentive Award was granted or (ii) consented to by such
Grantee. With respect to an Incentive Award that is an incentive stock
option (as described in Section 422 of the Code), no adjustment to such
option shall be made to the extent constituting a "modification" within the
meaning of Section 424(h)(3) of the Code unless otherwise agreed to by the
optionee in writing.

(e) DELEGATION OF AUTHORITY. The Committee may delegate to the
Chief Executive Officer and to other senior officers of the Company its
duties under this Plan pursuant to such conditions or limitations as the
Committee may establish from time to time, except that, if the Company is a
Publicly Held Corporation, the Committee may not delegate to any person the
authority to (i) grant Incentive Awards, or (ii) take any action which
would contravene the requirements of Rule 16b-3 under the Exchange Act or
the Performance-Based Exception under Section 162(m) of the Code.

(f) EXPENSES OF COMMITTEE. The Committee may employ legal counsel,
including, without limitation, independent legal counsel and counsel
regularly employed by the Company, and other agents as the Committee may
deem appropriate for the administration of the Plan. The Committee may
rely upon any opinion or computation received from any such counsel or
agent. All expenses incurred by the Committee in interpreting and
administering the Plan, including, without limitation, meeting expenses and
professional fees, shall be paid by the Company.

(g) SURRENDER OF PREVIOUS INCENTIVE AWARDS. The Committee may, in
its absolute discretion, grant Incentive Awards to Grantees on the
condition that such Grantees surrender to the Committee for cancellation
such other Incentive Awards (including, without limitation, Incentive
<PAGE>

Awards with higher exercise prices) as the Committee directs. Incentive
Awards granted on the condition precedent of surrender of outstanding
Incentive Awards shall not count against the limits set forth in Section
1.4 until such time as such previous Incentive Awards are surrendered and
cancelled.

(h) INDEMNIFICATION. Each person who is or was a member of the
Committee, or of the Board, shall be indemnified by the Company against and
from any damage, loss, liability, cost and expense that may be imposed upon
or reasonably incurred by him in connection with or resulting from any
claim, action, suit, or proceeding to which he may be a party or in which
he may be involved by reason of any action taken or failure to act under
the Plan, except for any such act or omission constituting willful
misconduct or gross negligence. Such person shall be indemnified by the
Company for all amounts paid by him in settlement thereof, with the
Company's approval, or paid by him in satisfaction of any judgment in any
such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same
before he undertakes to handle and defend it on his 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 Articles 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.

1.4 SHARES OF COMMON STOCK AVAILABLE FOR INCENTIVE AWARDS

Subject to adjustment under Section 6.5, there shall be available for
Incentive Awards under this Plan granted wholly or partly in Common Stock
(including rights or Options that may be exercised for or settled in Common
Stock) an aggregate of the greater of (i) one million seven-hundred thousand
shares (1,700,000) Shares of Common Stock or (ii) eleven percent (11%) of the
number of Shares issued and outstanding on the last day of each fiscal quarter
of the Company, of which an aggregate of not more than one million five-hundred
thousand (1,500,000) Shares shall be available for Incentive Awards granted to
Outside Directors. In addition, no more than one million five-hundred thousand
(1,500,000) Shares of Common Stock shall be available for Incentive Stock
Options. The number of Shares of Common Stock that are the subject of Incentive
Awards under this Plan, that are forfeited or terminated, expire unexercised,
are settled in cash in lieu of Common Stock or in a manner such that all or some
of the Shares covered by an Incentive Award are not issued to a Grantee or are
exchanged for Incentive Awards that do not involve Common Stock, shall again
immediately become available for Incentive Awards hereunder. The Committee may
from time to time adopt and observe such procedures concerning the counting of
Shares against the Plan maximum as it may deem appropriate. The Board and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to file any required documents with governmental
authorities, stock exchanges and transaction reporting systems to ensure that
Shares are available for issuance pursuant to Incentive Awards.

If the Company is a Publicly Held Corporation, then unless and until the
Committee determines that a particular Incentive Award granted to a Covered
Employee is not intended to comply with the Performance-Based Exception, the
following rules shall apply to grants of Incentive Awards to Covered Employees:

(a) Subject to adjustment as provided in Section 6.5, the maximum
aggregate number of Shares of Common Stock (including Stock Options,
Restricted Stock,
<PAGE>

Performance Units and Performance Shares paid out in Shares, or Other
Stock-Based Awards paid out in Shares) that may be granted or that may
vest, as applicable, in any calendar year pursuant to any Incentive Award
held by any individual Covered Employee shall be five hundred thousand
(500,000) Shares.

(b) The maximum aggregate cash payout (including Performance Units and
Performance Shares paid out in cash, or Other Stock-Based Awards paid out
in cash) with respect to Incentive Awards granted in any calendar year
which may be made to any Covered Employee shall be Ten Million dollars
($10,000,000).

(c) With respect to any Stock Option granted to a Covered Employee
that is canceled or repriced, the number of Shares subject to such Stock
Option shall continue to count against the maximum number of Shares that
may be the subject of Stock Options granted to such Covered Employee
hereunder and, in this regard, such maximum number shall be determined in
accordance with Section 162(m) of the Code.

(d) The limitations of subsections (a), (b) and (c) above shall be
construed and administered so as to comply with the Performance-Based
Exception.

1.5 SHARE POOL ADJUSTMENTS FOR AWARDS AND PAYOUTS

The following Incentive Awards and payouts shall reduce, on a one Share for
one Share basis, the number of Shares authorized for issuance under the Share
Pool:

(i) Stock Option;

(ii) Restricted Stock;

(iii) A payout of a Performance Share in Shares;

(iv) A payout of a Performance Unit in Shares; and

(v) A payout of an Other Stock-Based Award in Shares.

The following transactions shall restore, on a one Share for one Share
basis, the number of Shares authorized for issuance under the Share Pool:

(a) A Payout of a Restricted Stock Award or Other Stock-Based Award in
the form of cash;

(b) A cancellation, termination, expiration, forfeiture, or lapse for
any reason of any Shares subject to an Incentive Award; and

(c) Payment of an Option Price with previously acquired Shares or by
withholding Shares which otherwise would be acquired on exercise (i.e., the
Share Pool shall be increased by the number of Shares turned in or withheld
as payment of the Option Price).
<PAGE>

1.6 COMMON STOCK AVAILABLE

The Common Stock available for issuance or transfer under the Plan shall be
made available from Shares now or hereafter (a) held in the treasury of the
Company, (b) authorized but unissued shares, or (c) shares to be purchased or
acquired by the Company. No fractional shares shall be issued under the Plan;
payment for fractional shares shall be made in cash.

1.7 PARTICIPATION

(a) ELIGIBILITY. The Committee shall from time to time designate
those Employees, Consultants and/or Outside Directors, if any, to be
granted Incentive Awards under the Plan, the type of Incentive Awards
granted, the number of Shares, Stock Options, rights or units, as the case
may be, which shall be granted to each such person, and any other terms or
conditions relating to the Incentive Awards as it may deem appropriate to
the extent consistent with the provisions of the Plan. A Grantee who has
been granted an Incentive Award may, if otherwise eligible, be granted
additional Incentive Awards at any time.

(b) INCENTIVE STOCK OPTION ELIGIBILITY. No Consultant or Outside
Director shall be eligible for the grant of any Incentive Stock Option. In
addition, no Employee shall be eligible for the grant of any Incentive
Stock Option who owns or would own immediately before the grant of such
Incentive Stock Option, directly or indirectly, stock possessing more than
ten percent (10%) of the total combined voting power of all classes of
stock of the Company, or any Parent or Subsidiary. This restriction does
not apply if, at the time such Incentive Stock Option is granted, the
Incentive Stock Option exercise price is at least one hundred and ten
percent (110%) of the Fair Market Value on the date of grant and the
Incentive Stock Option by its terms is not exercisable after the expiration
of five (5) years from the date of grant. For the purpose of the
immediately preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply for the purpose of determining an Employee's
percentage ownership in the Company or any Parent or Subsidiary. This
paragraph shall be construed consistent with the requirements of Section
422 of the Code.

1.8 TYPES OF INCENTIVE AWARDS

The types of Incentive Awards under the Plan are Stock Options and
Supplemental Payments as described in Section 2, Restricted Stock and
Supplemental Payments as described in Section 3, Performance Units, Performance
Shares and Supplemental Payments as described in Section 4, Other Stock-Based
Awards and Supplemental Payments as described in Section 5, or any combination
of the foregoing.

SECTION 2

STOCK OPTIONS

2.1 GRANT OF STOCK OPTIONS

The Committee is authorized to grant (a) Nonstatutory Stock Options to
Employees, Consultants and/or Outside Directors and (b) Incentive Stock Options
to Employees only, in accordance with the terms and conditions of the Plan, and
with such additional terms and conditions,
<PAGE>

not inconsistent with the Plan, as the Committee shall determine in its
discretion. Successive grants may be made to the same Grantee whether or not any
Stock Option previously granted to such person remains unexercised.

2.2 STOCK OPTION TERMS

(a) WRITTEN AGREEMENT. Each grant of an Stock Option shall be
evidenced by a written Incentive Agreement. Among its other provisions,
each Incentive Agreement shall set forth the extent to which the Grantee
shall have the right to exercise the Stock Option following termination of
the Grantee's Employment. Such provisions shall be determined in the
discretion of the Committee, shall be included in the Grantee's Incentive
Agreement, need not be uniform among all Stock Options issued pursuant to
the Plan.

(b) NUMBER OF SHARES. Each Stock Option shall specify the number
of Shares of Common Stock to which it pertains.

(c) EXERCISE PRICE. The exercise price per Share of Common Stock
under each Stock Option shall be determined by the Committee; provided,
however, that in the case of an Incentive Stock Option, such exercise price
shall not be less than 100% of the Fair Market Value per Share on the date
the Incentive Stock Option is granted. To the extent that the Company is a
Publicly Held Corporation and the Stock Option is intended to qualify for
the Performance-Based Exception, the exercise price shall not be less than
100% of the Fair Market Value per Share on the date the Stock Option is
granted. Each Stock Option shall specify the method of exercise which
shall be consistent with the requirements of Section 2.3(a).

(d) TERM. In the Incentive Agreement, the Committee shall fix the
term of each Stock Option which shall be not more than ten (10) years from
the date of grant. In the event no term is fixed, such term shall be ten
(10) years from the date of grant.

(e) EXERCISE. The Committee shall determine the time or times at
which a Stock Option may be exercised in whole or in part. Each Stock
Option may specify the required period of continuous Employment and/or the
performance objectives to be achieved before the Stock Option or portion
thereof will become exercisable. Each Stock Option, the exercise of which,
or the timing of the exercise of which, is dependent, in whole or in part,
on the achievement of designated performance objectives, may specify a
minimum level of achievement in respect of the specified performance
objectives below which no Stock Options will be exercisable and a method
for determining the number of Stock Options that will be exercisable if
performance is at or above such minimum but short of full achievement of
the performance objectives. All such terms and conditions shall be set
forth in the Incentive Agreement.

(f) $100,000 ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. Notwithstanding
any contrary provision in the Plan, to the extent that the aggregate Fair
Market Value (determined as of the time the 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 Grantee during any
single calendar year (under the Plan and any other stock option plans of
the Company and its Subsidiaries or Parent) exceeds the sum of $100,000,
such Incentive Stock

<PAGE>

Option shall be treated as a Nonstatutory Stock Option to the extent in
excess of the $100,000 limit, and not an Incentive Stock Option, but all
other terms and provisions of such Stock Option shall remain unchanged.
This paragraph shall be applied by taking Incentive Stock Options into
account in the order in which they are granted and shall be construed in
accordance with Section 422(d) of the Code. In the absence of such
regulations or other authority, or if such regulations or other authority
require or permit a designation of the Options which shall cease to
constitute Incentive Stock Options, then Incentive Stock Options, only to
the extent of such excess and in the order in which they were granted,
shall automatically be deemed to be Nonstatutory Stock Options but all
other terms and conditions of such Incentive Stock Options, and the
corresponding Incentive Agreement, shall remain unchanged.

2.3 STOCK OPTION EXERCISES

(a) METHOD OF EXERCISE AND PAYMENT. Stock Options shall be
exercised by the delivery of a signed written notice of exercise to the
Company as of a date set by the Company in advance of the effective date of
the proposed exercise. The notice shall set forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full
payment for the Shares.

The Option Price upon exercise of any Stock Option shall be payable to
the Company in full either: (i) in cash or its equivalent, or (ii) subject
to prior approval by the Committee in its discretion, by tendering
previously acquired Shares having an aggregate Fair Market Value at the
time of exercise equal to the total Option Price (provided that the Shares
which are tendered must have been held for at least six (6) months prior to
their tender to satisfy the Option Price), or (iii) subject to prior
approval by the Committee in its discretion, by withholding Shares which
otherwise would be acquired on exercise having an aggregate Fair Market
Value at the time of exercise equal to the total Option Price, or (iv)
subject to prior approval by the Committee in its discretion, by a
combination of (i), (ii), and (iii) above. Any payment in Shares of Common
Stock shall be effected by the delivery of such Shares to the Secretary of
the Company, duly endorsed in blank or accompanied by stock powers duly
executed in blank, together with any other documents as the Secretary shall
require from time to time.

The Committee, in its discretion, also may allow (i) "cashless
exercise" as permitted under Federal Reserve Board's Regulation T, 12 CFR
Part 220 (or its successor), and subject to applicable securities law
restrictions and tax withholdings, or (ii) by any other means which the
Committee, in its discretion, determines to be consistent with the Plan's
purpose and applicable law.

As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to or on behalf of the
Grantee, in the name of the Grantee or other appropriate recipient, Share
certificates for the number of Shares purchased under the Stock Option.
Such delivery shall be effected for all purposes when a stock transfer
agent of the Company shall have deposited such certificates in the United
States mail, addressed to Grantee or other appropriate recipient.
<PAGE>

During the lifetime of a Grantee, each Option granted to him shall be
exercisable only by the Grantee (or his legal guardian in the event of his
Disability) or by a broker-dealer acting on his behalf pursuant to a
cashless exercise under the foregoing provisions of this Section 2.3(a).
No Option shall be assignable or transferable by Grantee otherwise than by
will or by the laws of descent and distribution.

(b) RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may
impose such restrictions on any Shares acquired pursuant to the exercise of
a Stock Option as it may deem advisable, including, without limitation,
restrictions under (i) any buy/sell agreement or right of first refusal,
(ii) any applicable federal securities laws, (iii) the requirements of any
stock exchange or market upon which such Shares are then listed and/or
traded, or (iv) any blue sky or state securities law applicable to such
Shares. Any certificate issued to evidence Shares issued upon the exercise
of an Incentive Award may bear such legends and statements as the Committee
shall deem advisable to assure compliance with federal and state laws and
regulations.

Any Grantee or other person exercising an Incentive Award may be
required by the Committee to give a written representation that the
Incentive Award and the Shares subject to the Incentive Award will be
acquired for investment and not with a view to public distribution;
provided, however, that the Committee, in its sole discretion, may release
any person receiving an Incentive Award from any such representations
either prior to or subsequent to the exercise of the Incentive Award.

(c) NOTIFICATION OF DISQUALIFYING DISPOSITION OF SHARES FROM
INCENTIVE STOCK OPTIONS. Notwithstanding any other provision of the
Plan, a Grantee who disposes of Shares of Common Stock acquired upon the
exercise of an Incentive Stock Option by a sale or exchange either (i)
within two (2) years after the date of the grant of the Incentive Stock
Option under which the Shares were acquired or (ii) within one (1) year
after the transfer of such Shares to him pursuant to exercise, shall
promptly notify the Company of such disposition, the amount realized and
his adjusted basis in such Shares.

(d) PROCEEDS OF OPTION EXERCISE. The proceeds received by the
Company from the sale of Shares pursuant to Stock Options exercised under
the Plan shall be used for general corporate purposes.

2.4 RELOAD OPTIONS

At the discretion of the Committee, the Grantee may be granted under an
Incentive Agreement, replacement Stock Options under the Plan that permit the
Grantee to purchase an additional number of Shares equal to the number of
previously owned Shares surrendered by the Grantee to pay all or a portion of
the Option Price upon exercise of his Stock Options. The terms and conditions
of such replacement Stock Options shall be set forth in the Incentive Agreement.
<PAGE>

2.5 SUPPLEMENTAL PAYMENT ON EXERCISE OF NONSTATUTORY STOCK OPTIONS

The Committee, either at the time of grant or as of the time of exercise of
any Nonstatutory Stock Option, may provide in the Incentive Agreement for a
Supplemental Payment by the Company to the Grantee with respect to the exercise
of any such Nonstatutory Stock Option. The Supplemental Payment shall be in the
amount specified by the Committee, which amount shall not exceed the amount
necessary to pay the federal and state income tax payable with respect to both
the exercise of the Nonstatutory Stock Option and the receipt of the
Supplemental Payment, assuming the holder is taxed at either the maximum
effective income tax rate applicable thereto or at a lower tax rate as deemed
appropriate by the Committee. The Committee shall have the discretion to grant
Supplemental Payments that are payable solely in cash or Supplemental Payments
that are payable in cash, Common Stock, or a combination of both, as determined
by the Committee at the time of payment.

SECTION 3

RESTRICTED STOCK

3.1 AWARD OF RESTRICTED STOCK

(a) GRANT. In consideration of the performance of Employment by
any Grantee who is an Employee, Consultant or Outside Director, Shares of
Restricted Stock may be awarded under the Plan by the Committee with such
restrictions during the Restriction Period as the Committee may designate
in its discretion, any of which restrictions may differ with respect to
each particular Grantee. Restricted Stock shall be awarded for no
additional consideration or such additional consideration as the Committee
may determine, which consideration may be less than, equal to or more than
the Fair Market Value of the shares of Restricted Stock on the grant date.
The terms and conditions of each grant of Restricted Stock shall be
evidenced by an Incentive Agreement.

(b) IMMEDIATE TRANSFER WITHOUT IMMEDIATE DELIVERY OF RESTRICTED
STOCK. Unless otherwise specified in the Grantee's Incentive Agreement,
each Restricted Stock Award shall constitute an immediate transfer of the
record and beneficial ownership of the Shares of Restricted Stock to the
Grantee in consideration of the performance of services as an Employee,
Consultant or Outside Director, as applicable, entitling such Grantee to
all voting and other ownership rights in such Shares.

As specified in the Incentive Agreement, a Restricted Stock Award may
limit the Grantee's dividend rights during the Restriction Period in which
the shares of Restricted Stock are subject to a "substantial risk of
forfeiture" (within the meaning given to such term under Code Section 83)
and restrictions on transfer. In the Incentive Agreement, the Committee
may apply any restrictions to the dividends that the Committee deems
appropriate. Without limiting the generality of the preceding sentence, if
the grant or vesting of Shares of Restricted Stock granted to a Covered
Employee, if applicable, is designed to comply with the requirements of the
Performance-Based Exception, the Committee may apply any restrictions it
deems appropriate to the payment of dividends declared with respect to such
Shares of Restricted Stock, such that the dividends and/or the Shares of
Restricted Stock maintain eligibility for the Performance-Based Exception.
In the event that any
<PAGE>

dividend constitutes a derivative security or an equity security pursuant
to the rules under Section 16 of the Exchange Act, if applicable, such
dividend shall be subject to a vesting period equal to the remaining
vesting period of the Shares of Restricted Stock with respect to which the
dividend is paid.

Shares awarded pursuant to a grant of Restricted Stock may be issued
in the name of the Grantee and held, together with a stock power endorsed
in blank, by the Committee or Company (or their delegates) or in trust or
in escrow pursuant to an agreement satisfactory to the Committee, as
determined by the Committee, until such time as the restrictions on
transfer have expired. All such terms and conditions shall be set forth in
the particular Grantee's Incentive Agreement. The Company or Committee (or
their delegates) shall issue to the Grantee a receipt evidencing the
certificates held by it which are registered in the name of the Grantee.

3.2 RESTRICTIONS

(a) FORFEITURE OF RESTRICTED STOCK. Restricted Stock awarded to a
Grantee may be subject to the following restrictions until the expiration
of the Restriction Period: (i) a restriction that constitutes a
"substantial risk of forfeiture" (as defined in Code Section 83), or a
restriction on transferability; (ii) unless otherwise specified by the
Committee in the Incentive Agreement, the Restricted Stock that is subject
to restrictions which are not satisfied shall be forfeited and all rights
of the Grantee to such Shares shall terminate; and (iii) any other
restrictions that the Committee determines in advance are appropriate,
including, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Stock to a continuing
substantial risk of forfeiture in the hands of any transferee. Any such
restrictions shall be set forth in the particular Grantee's Incentive
Agreement.

(b) ISSUANCE OF CERTIFICATES. Reasonably promptly after the date
of grant with respect to Shares of Restricted Stock, the Company shall
cause to be issued a stock certificate, registered in the name of the
Grantee to whom such Shares of Restricted Stock were granted, evidencing
such Shares; provided, however, that the Company shall not cause to be
issued such a stock certificate unless it has received a stock power duly
endorsed in blank with respect to such Shares. Each such stock certificate
shall bear the following legend or any other legend approved by the
Company:

The transferability of this certificate and the shares of stock
represented hereby are subject to the restrictions, terms and
conditions (including forfeiture and restrictions against transfer)
contained in the WORK International Corporation 1998 Incentive Plan
and an Incentive Agreement entered into between the registered owner
of such shares and WORK International Corporation. A copy of the Plan
and Incentive Agreement are on file in the corporate offices of WORK
International Corporation.

Such legend shall not be removed from the certificate evidencing such
Shares of Restricted Stock until such Shares vest pursuant to the terms of
the Incentive Agreement.
<PAGE>

(c) REMOVAL OF RESTRICTIONS. The Committee, in its discretion,
shall have the authority to remove any or all of the restrictions on the
Restricted Stock if it determines that, by reason of a change in applicable
law or another change in circumstance arising after the grant date of the
Restricted Stock, such action is appropriate.

3.3 DELIVERY OF SHARES OF COMMON STOCK

Subject to withholding taxes under Section 7.3 and to the terms of the
Incentive Agreement, a stock certificate evidencing the Shares of Restricted
Stock with respect to which the restrictions in the Incentive Agreement have
been satisfied shall be delivered to the Grantee or other appropriate recipient
free of restrictions. Such delivery shall be effected for all purposes when the
Company shall have deposited such certificate in the United States mail,
addressed to the Grantee or other appropriate recipient.

3.4 SUPPLEMENTAL PAYMENT ON VESTING OF RESTRICTED STOCK

The Committee, either at the time of grant or vesting of Restricted Stock,
may provide for a Supplemental Payment by the Company to the holder in an amount
specified by the Committee, which amount shall not exceed the amount necessary
to pay the federal and state income tax payable with respect to both the vesting
of the Restricted Stock and receipt of the Supplemental Payment, assuming the
Grantee is taxed at either the maximum effective income tax rate applicable
thereto or at a lower tax rate as deemed appropriate by the Committee. The
Committee shall have the discretion to grant Supplemental Payments that are
payable solely in cash or Supplemental Payments that are payable in cash, Common
Stock, or a combination of both, as determined by the Committee at the time of
payment.

SECTION 4

PERFORMANCE UNITS AND PERFORMANCE SHARES

4.1 PERFORMANCE BASED AWARDS

(a) GRANT. The Committee is authorized to grant Performance Units
and Performance Shares to selected Grantees who are Employees or
Consultants. Each grant of Performance Units and/or Performance Shares
shall be evidenced by an Incentive Agreement in such amounts and upon such
terms as shall be determined by the Committee. The Committee may make
grants of Performance Units or Performance Shares in such a manner that
more than one Performance Period is in progress concurrently. For each
Performance Period, the Committee shall establish the number of Performance
Units or Performance Shares and their contingent values which may vary
depending on the degree to which performance criteria established by the
Committee are met.

(b) PERFORMANCE CRITERIA. At the beginning of each Performance
Period, the Committee shall (i) establish for such Performance Period
specific financial or non-financial performance objectives that the
Committee believes are relevant to the Company's business objectives; (ii)
determine the value of a Performance Unit or the number of Shares under a
Performance Share grant relative to performance objectives; and (iii)
notify each Grantee in writing of the established performance objectives
and, if applicable, the minimum, target,
<PAGE>

and maximum value of Performance Units or Performance Shares for such
Performance Period.

(c) MODIFICATION. If the Committee determines, in its discretion
exercised in good faith, that the established performance measures or
objectives are no longer suitable to the Company's objectives because of a
change in the Company's business, operations, corporate structure, capital
structure, or other conditions the Committee deems to be appropriate, the
Committee may modify the performance measures and objectives to the extent
it considers to be necessary. The Committee shall determine whether any
such modification would cause the Performance Unit or Performance Share to
fail to qualify for the Performance-Based Exception, if applicable.

(d) PAYMENT. The basis for payment of Performance Units or
Performance Shares for a given Performance Period shall be the achievement
of those performance objectives determined by the Committee at the
beginning of the Performance Period as specified in the Grantee's Incentive
Agreement. If minimum performance is not achieved for a Performance
Period, no payment shall be made and all contingent rights shall cease. If
minimum performance is achieved or exceeded, the value of a Performance
Unit or Performance Share may be based on the degree to which actual
performance exceeded the preestablished minimum performance standards. The
amount of payment shall be determined by multiplying the number of
Performance Units or Performance Shares granted at the beginning of the
Performance Period times the final Performance Unit or Performance Share
value. Payments shall be made, in the discretion of the Committee as
specified in the Incentive Agreement, solely in cash or Common Stock, or a
combination of cash and Common Stock, following the close of the applicable
Performance Period.

(e) SPECIAL RULE FOR COVERED EMPLOYEES. The Committee may
establish performance goals applicable to Performance Units or Performance
Shares awarded to Covered Employees in such a manner as shall permit
payments with respect thereto to qualify for the Performance-Based
Exception, if applicable. If a Performance Unit or Performance Share
granted to a Covered Employee is intended to comply with the Performance-
Based Exception, the Committee in establishing performance goals shall be
guided by Treasury Regulation (S) 1.162-27(e)(2) (or its successor).

4.2 SUPPLEMENTAL PAYMENT ON VESTING OF PERFORMANCE UNITS OR PERFORMANCE SHARES

The Committee, either at the time of grant or at the time of vesting of
Performance Units or Performance Shares, may provide for a Supplemental Payment
by the Company to the Grantee in an amount specified by the Committee, which
amount shall not exceed the amount necessary to pay the federal and state income
tax payable with respect to both the vesting of such Performance Units or
Performance Shares and receipt of the Supplemental Payment, assuming the Grantee
is taxed at either the maximum effective income tax rate applicable thereto or
at a lower tax rate as seemed appropriate by the Committee. The Committee shall
have the discretion to grant Supplemental Payments that are payable in cash,
Common Stock, or a combination of both, as determined by the Committee at the
time of payment.
<PAGE>

SECTION 5

OTHER STOCK-BASED AWARDS

5.1 GRANT OF OTHER STOCK-BASED AWARDS

Other Stock-Based Awards may be awarded by the Committee to selected
Grantees that are denominated or payable in, valued in whole or in part by
reference to, or otherwise related to, Shares of Common Stock, as deemed by the
Committee to be consistent with the purposes of the Plan and the goals of the
Company. Other types of Stock-Based Awards include, without limitation,
Deferred Stock, purchase rights, Shares of Common Stock awarded which are not
subject to any restrictions or conditions, convertible or exchangeable
debentures, other rights convertible into Shares, Incentive Awards valued by
reference to the value of securities of or the performance of a specified
Subsidiary, division or department, and settlement in cancellation of rights of
any person with a vested interest in any other plan, fund, program or
arrangement that is or was sponsored, maintained or participated in by the
Company or any Parent or Subsidiary. As is the case with other Incentive
Awards, Other Stock-Based Awards may be awarded either alone or in addition to
or in tandem with any other Incentive Awards.

5.2 OTHER STOCK-BASED AWARD TERMS

(a) WRITTEN AGREEMENT. The terms and conditions of each grant of
an Other Stock-Based Award shall be evidenced by an Incentive Agreement.

(b) PURCHASE PRICE. Except to the extent that an Other Stock-Based
Award is granted in substitution for an outstanding Incentive Award or is
delivered upon exercise of a Stock Option, the amount of consideration
required to be received by the Company shall be either (i) no consideration
other than services actually rendered (in the case of authorized and
unissued shares) or to be rendered, or (ii) in the case of an Other Stock-
Based Award in the nature of a purchase right, consideration (other than
services rendered or to be rendered) at least equal to 50% of the Fair
Market Value of the Shares covered by such grant on the date of grant (or
such percentage higher than 50% that is required by any applicable tax or
securities law).

(c) PERFORMANCE CRITERIA AND OTHER TERMS. In its discretion, the
Committee may specify such criteria, periods or goals for vesting in Other
Stock-Based Awards and payment thereof to the Grantee as it shall
determine; and the extent to which such criteria, periods or goals have
been met shall be determined by the Committee. All terms and conditions of
Other Stock-Based Awards shall be determined by the Committee and set forth
in the Incentive Agreement. The Committee may also provide for a
Supplemental Payment similar to such payment as described in Section 4.2.

(d) PAYMENT. Other Stock-Based Awards may be paid in Shares of
Common Stock or other consideration related to such Shares, in a single
payment or in installments on such dates as determined by the Committee,
all as specified in the Incentive Agreement.

(e) DIVIDENDS. The Grantee of an Other Stock-Based Award shall be
entitled to receive, currently or on a deferred basis, dividends or
dividend equivalents with respect to
<PAGE>

the number of Shares covered by the Other Stock-Based Award, as determined
by the Committee and set forth in the Incentive Agreement. The Committee
may also provide in the Incentive Agreement that such amounts (if any)
shall be deemed to have been reinvested in additional Shares of Common
Stock.

SECTION 6

PROVISIONS RELATING TO PLAN PARTICIPATION

6.1 PLAN CONDITIONS

(a) INCENTIVE AGREEMENT. Each Grantee to whom an Incentive Award
is granted shall be required to enter into an Incentive Agreement with the
Company, in such a form as is provided by the Committee. The Incentive
Agreement shall contain specific terms as determined by the Committee, in
its discretion, with respect to the Grantee's particular Incentive Award.
Such terms need not be uniform among all Grantees or any similarly-situated
Grantees. The Incentive Agreement may include, without limitation,
vesting, forfeiture and other provisions particular to the particular
Grantee's Incentive Award, as well as, for example, provisions to the
effect that the Grantee (i) shall not disclose any confidential information
acquired during Employment with the Company, (ii) shall abide by all the
terms and conditions of the Plan and such other terms and conditions as may
be imposed by the Committee, (iii) shall not interfere with the employment
or other service of any employee, (iv) shall not compete with the Company
or become involved in a conflict of interest with the interests of the
Company, (v) shall forfeit an Incentive Award if terminated for Cause, (vi)
shall not be permitted to make an election under Section 83(b) of the Code
when applicable, and (vii) shall be subject to any other agreement between
the Grantee and the Company regarding Shares that may be acquired under an
Incentive Award including, without limitation, an agreement restricting the
transferability of Shares by Grantee. An Incentive Agreement shall include
such terms and conditions as are determined by the Committee, in its
discretion, to be appropriate with respect to any individual Grantee. The
Incentive Agreement shall be signed by the Grantee to whom the Incentive
Award is made and by an Authorized Officer.

(b) NO RIGHT TO EMPLOYMENT. Nothing in the Plan or any instrument
executed pursuant to the Plan shall create any Employment rights (including
without limitation, rights to continued Employment) in any Grantee or
affect the right of the Company to terminate the Employment of any Grantee
at any time without regard to the existence of the Plan.

(c) SECURITIES REQUIREMENTS. The Company shall be under no
obligation to effect the registration pursuant to the Securities Act of
1933 of any Shares of Common Stock to be issued hereunder or to effect
similar compliance under any state laws. Notwithstanding anything herein
to the contrary, the Company shall not be obligated to cause to be issued
or delivered any certificates evidencing Shares pursuant to the Plan unless
and until the Company is advised by its counsel that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities, and the requirements of any
securities exchange on which Shares are traded. The Committee may require,
as a condition of the issuance and delivery of certificates evidencing
Shares of Common Stock pursuant to the terms hereof, that the recipient of
such Shares make such
<PAGE>

covenants, agreements and representations, and that such certificates bear
such legends, as the Committee, in its discretion, deems necessary or
desirable.

If the Shares issuable on exercise of an Incentive Award are not
registered under the Securities Act of 1933, the Company may imprint on the
certificate for such Shares the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the
Securities Act of 1933:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH
REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR
SUCH SALE OR TRANSFER.

6.2 TRANSFERABILITY

(a) NON-TRANSFERABLE AWARDS AND OPTIONS. No Incentive Award and no
right under the Plan, contingent or otherwise, will be (i) assignable,
saleable, or otherwise transferable by a Grantee except by will or by the
laws of descent and distribution, or (ii) subject to any encumbrance,
pledge, lien, assignment or charge of any nature.

No transfer by will or by the laws of descent and distribution shall
be effective to bind the Company unless the Committee has been furnished
with a copy of the deceased Grantee's enforceable will or such other
evidence as the Committee deems necessary to establish the validity of the
transfer. Any attempted transfer in violation of this Section 6.2(a) shall
be void and ineffective.

(b) ABILITY TO EXERCISE RIGHTS. Subject to a beneficiary
designation pursuant to Section 7.5, only the Grantee (or his legal
guardian in the event of Grantee's Disability), or in the event of his
death, his estate, may exercise Stock Options, receive cash payments and
deliveries of Shares, and otherwise assume the rights of the Grantee.

6.3 RIGHTS AS A STOCKHOLDER

(a) NO STOCKHOLDER RIGHTS. Except as otherwise provided in Section
3.1(b) for grants of Restricted Stock, a Grantee of an Incentive Award (or
a permitted transferee of such Grantee) shall have no rights as a
stockholder with respect to any Shares of Common Stock until the issuance
of a stock certificate for such Shares.

(b) REPRESENTATION OF OWNERSHIP. In the case of the exercise of an
Incentive Award by a person or estate acquiring the right to exercise such
Incentive Award by reason of the death or Disability of a Grantee, the
Committee may require reasonable evidence as to the ownership of such
Incentive Award or the authority of such person and may require such
consents and releases of taxing authorities as the Committee may deem
advisable.
<PAGE>

6.4 LISTING AND REGISTRATION OF SHARES OF COMMON STOCK

The exercise of any Incentive Award granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that the
issuance and delivery of Shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authorities and
the requirements of any securities exchange on which Shares of Common Stock are
traded. The Committee may, in its discretion, defer the effectiveness of any
exercise of an Incentive Award in order to allow the issuance of Shares of
Common Stock to be made pursuant to registration or an exemption from
registration or other methods for compliance available under federal or state
securities laws. The Committee shall inform the Grantee in writing of its
decision to defer the effectiveness of the exercise of an Incentive Award.
During the period that the effectiveness of the exercise of an Incentive Award
has been deferred, the Grantee may, by written notice to the Committee, withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

6.5 CHANGE IN STOCK AND ADJUSTMENTS

(a) CHANGES IN LAW OR CIRCUMSTANCES. Subject to Section 6.7 (which
only applies in the event of a Change in Control), in the event of any
change in applicable laws or any change in circumstances which results in
or would result in any dilution of the rights granted under the Plan, or
which otherwise warrants equitable adjustment because it interferes with
the intended operation of the Plan, then, if the Committee should
determine, in its absolute discretion, that such change equitably requires
an adjustment in the number or kind of shares of stock or other securities
or property theretofore subject, or which may become subject, to issuance
or transfer under the Plan or in the terms and conditions of outstanding
Incentive Awards, such adjustment shall be made in accordance with such
determination. Such adjustments may include changes with respect to (i)
the aggregate number of Shares that may be issued under the Plan, (ii) the
number of Shares subject to Incentive Awards, and (iii) the price per Share
for outstanding Incentive Awards. Any adjustment under this paragraph of
an outstanding Incentive Stock Option shall be made only to the extent not
constituting a "modification" within the meaning of Section 424(h)(3) of
the Code unless otherwise agreed to by the Grantee in writing. The
Committee shall give notice to each applicable Grantee of such adjustment
which shall be effective and binding.

(b) EXERCISE OF CORPORATE POWERS. The existence of the Plan or
outstanding Incentive Awards hereunder shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalization, reorganization or other changes in
the Company's capital structure or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred
or prior preference stocks ahead of or affecting the Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding whether of a similar character or otherwise.

(c) RECAPITALIZATION OF THE COMPANY. Subject to Section 6.7, if
while there are Incentive Awards outstanding, the Company shall effect any
subdivision or consolidation of Shares of Common Stock or other capital
readjustment, the payment of a stock dividend, stock split, combination of
Shares, recapitalization or other increase or reduction in the
<PAGE>

number of Shares outstanding, without receiving compensation therefor in
money, services or property, then the number of Shares available under the
Plan and the number of Incentive Awards which may thereafter be exercised
shall (i) in the event of an increase in the number of Shares outstanding,
be proportionately increased and the Fair Market Value of the Incentive
Awards awarded shall be proportionately reduced; and (ii) in the event of a
reduction in the number of Shares outstanding, be proportionately reduced,
and the Fair Market Value of the Incentive Awards awarded shall be
proportionately increased. The Committee shall take such action and
whatever other action it deems appropriate, in its discretion, so that the
value of each outstanding Incentive Award to the Grantee shall not be
adversely affected by a corporate event described in this subsection (c).

(d) REORGANIZATION OF THE COMPANY. Subject to Section 6.7, if the
Company is reorganized, merged or consolidated, or is a party to a plan of
exchange with another corporation, pursuant to which reorganization,
merger, consolidation or exchange, stockholders of the Company receive any
Shares of Common Stock or other securities or property, or if the Company
should distribute securities of another corporation to its stockholders,
each Grantee shall be entitled to receive, in lieu of the number of
unexercised Incentive Awards previously awarded, the number of Stock
Options, Performance Shares or Units, Restricted Stock shares, or Other
Stock-Based Awards, with a corresponding adjustment to the Fair Market
Value of said Incentive Awards, to which he would have been entitled if,
immediately prior to such corporate action, such Grantee had been the
holder of record of a number of Shares equal to the number of the
outstanding Incentive Awards payable in Shares that were previously awarded
to him. For this purpose, Shares of Restricted Stock shall be treated the
same as unrestricted outstanding Shares of Common Stock. In this regard,
the Committee shall take whatever other action it deems appropriate to
preserve the rights of Grantees holding outstanding Incentive Awards.

(e) ISSUE OF COMMON STOCK BY THE COMPANY. Except as hereinabove
expressly provided in this Section 6.5 and subject to Section 6.7, the
issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon any conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number of, or Fair Market Value of, any Incentive
Awards then outstanding under previously granted Incentive Awards;
provided, however, in such event, outstanding Shares of Restricted Stock
shall be treated the same as outstanding unrestricted Shares of Common
Stock.

(f) ACQUISITION OF THE COMPANY. Subject to Section 6.7, in the case
of any sale of assets, merger, consolidation or combination of the Company
with or into another corporation other than a transaction in which the
Company is the continuing or surviving corporation and which does not
result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof
(an "Acquisition"), in the absolute discretion of the Committee, any
Grantee who holds an outstanding Incentive Award shall have the right
(subject to any limitation applicable to the Incentive Award) thereafter
and during the term of the Incentive Award, to receive upon exercise
thereof the Acquisition Consideration (as defined below) receivable upon
the Acquisition by a holder of the number of Shares which would have been
obtained upon
<PAGE>

exercise of the Incentive Award immediately prior to the Acquisition. The
term "Acquisition Consideration" shall mean the kind and amount of shares
of the surviving or new corporation, cash, securities, evidence of
indebtedness, other property or any combination thereof receivable in
respect of one Share upon consummation of an Acquisition. The Committee, in
its discretion, shall have the authority to take whatever action it deems
appropriate to effectuate the provisions of this subsection (f).

(g) ASSUMPTION UNDER THE PLAN OF OUTSTANDING STOCK OPTIONS. Not
with-standing any other provision of the Plan, the Committee, in its
absolute discretion, may authorize the assumption and continuation under
the Plan of outstanding and unexercised stock options or other types of
stock-based incentive awards that were granted under a stock option plan
(or other type of stock incentive plan or agreement) that is or was
maintained by a corporation or other entity that was merged into,
consolidated with, or whose stock or assets were acquired by, the Company
as the surviving corporation. Any such action shall be upon such terms and
conditions as the Committee, in its discretion, may deem appropriate,
including provisions to preserve the holder's rights under the previously
granted and unexercised stock option or other stock-based incentive award,
such as, for example, retaining an existing exercise price under an
outstanding stock option. Any such assumption and continuation of any such
previously granted and unexercised incentive award shall be treated as an
outstanding Incentive Award under the Plan and shall thus count against the
number of Shares reserved for issuance pursuant to Section 1.4. With
respect to an incentive stock option (as described in Section 422 of the
Code) subject to this subsection (g), no adjustment to such option shall be
made to the extent constituting a "modification" within the meaning of
Section 424(h)(3) of the Code unless otherwise agreed to by the optionee in
writing.

(h) ASSUMPTION OF INCENTIVE AWARDS BY A SUCCESSOR. Notwithstanding
any other provisions hereof, in the event of a dissolution or liquidation
of the Company, a sale of all or substantially all of the Company's assets,
a merger or consolidation involving the Company in which the Company is not
the surviving corporation, or a merger or consolidation involving the
Company in which the Company is the surviving corporation but the holders
of Shares of Common Stock receive securities of another corporation and/or
other property, including cash, the Committee shall, in its absolute
discretion, have the right and power to:

(i) cancel, effective immediately prior to the occurrence of
such corporate event, each outstanding Incentive Award (whether or not
then exercisable), and, in full consideration of such cancellation,
pay to the Grantee to whom such Incentive Award was granted an amount
in cash equal to the excess of (A) the value, as determined by the
Committee, in its absolute discretion, of the property (including
cash) received by the holder of a Share of Common Stock as a result of
such event over (B) the exercise price of such Incentive Award, if
any; or

(ii) provide for the exchange of each Incentive Award
outstanding immediately prior to such corporate event (whether or not
then exercisable) for an incentive award on some or all of the
property for which such Incentive Award is exchanged and, incident
thereto, make an equitable adjustment as determined by the Committee,
in its absolute discretion, in the exercise price of the incentive
award, if
<PAGE>

any, or the number of shares or amount of property (including cash)
subject to the Incentive Award or, if appropriate, provide for a cash
payment to the Grantee to whom such Incentive Award was granted in
consideration for the exchange of the Incentive Award.

The Committee, in its discretion, shall have the authority to take whatever
action it deems appropriate to effectuate the provisions of this subsection
(h).

6.6 TERMINATION OF EMPLOYMENT, DEATH, DISABILITY AND RETIREMENT

(a) TERMINATION OF EMPLOYMENT. Unless otherwise expressly provided
in the Grantee's Incentive Agreement, if the Grantee's Employment is
terminated for any reason other than due to his death, Disability,
Retirement or for Cause, any non-vested portion of any Stock Option or
other applicable Incentive Award at the time of such termination shall
automatically expire and terminate and no further vesting shall occur after
the termination date. In such event, except as otherwise expressly
provided in his Incentive Agreement, the Grantee shall be entitled to
exercise his rights only with respect to the portion of the Incentive Award
that was vested as of the termination date for a period that shall end on
the earlier of (i) the expiration date set forth in the Incentive Agreement
with respect to the vested portion of such Incentive Award or (ii) the date
that occurs ninety (90) calendar days after his termination date.

(b) TERMINATION OF EMPLOYMENT FOR CAUSE. Unless otherwise expressly
provided in the Grantee's Incentive Agreement, in the event of the
termination of a Grantee's Employment for Cause, all vested and non-vested
Stock Options and other Incentive Awards granted to such Grantee shall
immediately expire, and shall not be exercisable to any extent, as of 12:01
a.m. (CST) on the date of such termination of Employment.

(c) RETIREMENT. Unless otherwise expressly provided in the Grantee's
Incentive Agreement, upon the Retirement of any Employee who is a Grantee:

(i) any non-vested portion of any outstanding Option or other
Incentive Award shall immediately terminate and no further vesting
shall occur; and

(ii) any vested Option or other Incentive Award shall expire on
the earlier of (A) the expiration date set forth in the Incentive
Agreement for such Incentive Award; or (B) the expiration of (1) one
year after the date of Retirement in the case of any Incentive Award
other than an Incentive Stock Option, or (2) three months after the
date of Retirement in the case of an Incentive Stock Option.

(d) DISABILITY OR DEATH. Unless otherwise expressly provided in the
Grantee's Incentive Agreement, upon termination of Employment as a result
of the Grantee's Disability or death:

(i) any nonvested portion of any outstanding Option or other
applicable Incentive Award shall immediately terminate upon
termination of Employment, as applicable, and no further vesting shall
occur; and
<PAGE>

(ii) any vested Incentive Award shall expire upon the earlier of
either (A) the expiration date set forth in the Incentive Agreement or
(B) the one year anniversary of the Grantee's termination of
Employment date, as applicable, as a result of his Disability or
death.

In the case of any vested Incentive Stock Option held by an Employee
following termination of Employment, notwithstanding the definition of
"Disability" in Section 1.2, whether the Employee has incurred a
"Disability" for purposes of determining the length of the Option exercise
period following termination of Employment under this paragraph (d) shall
be determined by reference to Section 22(e)(3) of the Code to the extent
required by Section 422(c)(6) of the Code. The Committee shall determine
whether a Disability for purposes of this subsection (d) has occurred.

(e) CONTINUATION. Subject to the conditions and limitations of the
Plan and applicable law and regulation in the event that a Grantee ceases
to be an Employee, Outside Director or Consultant, as applicable, for
whatever reason, the Committee and Grantee may mutually agree with respect
to any outstanding Option or other Incentive Award then held by the Grantee
(i) for an acceleration or other adjustment in any vesting schedule
applicable to the Incentive Award, (ii) for a continuation of the exercise
period following termination for a longer period than is otherwise provided
under such Incentive Award, or (iii) to any other change in the terms and
conditions of the Incentive Award. In the event of any such change to an
outstanding Inventive Award, a written amendment to the Grantee's Incentive
Agreement shall be required.

6.7 CHANGE IN CONTROL

Notwithstanding any contrary provision in the Plan, in the event of a
Change in Control (as defined below), the following actions shall automatically
occur as of the day immediately preceding the Change in Control date unless
expressly provided otherwise in the Grantee's Incentive Agreement:

(a) all of the Stock Options then outstanding shall become 100%
vested and immediately and fully exercisable;

(b) all of the restrictions and conditions of any Restricted Stock
and any Other Stock-Based Awards then outstanding shall be deemed
satisfied, and the Restriction Period with respect thereto shall be deemed
to have expired; and

(c) all of the Performance Shares, Performance Units and any Other
Stock-Based Awards shall become fully vested, deemed earned in full, and
promptly paid within thirty (30) days to the affected Grantees without
regard to payment schedules and notwithstanding that the applicable
performance cycle, retention cycle or other restrictions and conditions
have not been completed or satisfied.

Notwithstanding any other provision of this Plan, unless expressly provided
otherwise in the Grantee's Incentive Agreement, the provisions of this Section
6.7 may not be terminated, amended, or modified to adversely affect any
Incentive Award theretofore granted under the Plan without the
<PAGE>

prior written consent of the Grantee with respect to his outstanding Incentive
Awards subject, however, to the last paragraph of this Section 6.7.

For all purposes of this Plan, a "CHANGE IN CONTROL" of the Company shall
mean:

(a) The acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "PERSON") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of thirty percent (30%) or more of the total voting power
of all the Company's then outstanding securities entitled to vote generally
in the election of directors to the Board; provided, however, that for
purposes of this subsection (a), the following acquisitions shall not
constitute a Change in Control: (i) any acquisition by the Company or its
Parent or Subsidiaries, (ii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or its Parent or
Subsidiaries, or (iii) any acquisition consummated with the prior approval
of the Board; or

(b) During the period of two consecutive calendar years, individuals
who at the beginning of such period constitute the Board, and any new
director(s) whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds of the
directors then still in office, who either were directors at the beginning
of the two-year period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority of
the Board; or

(c) The Company becomes a party to a merger, plan of reorganization,
consolidation or share exchange in which either (i) the Company will not be
the surviving corporation or (ii) the Company will be the surviving
corporation and any outstanding shares of the Company's common stock will
be converted into shares of any other company (other than a reincorporation
or the establishment of a holding company involving no change of ownership
of the Company) or other securities, cash or other property (excluding
payments made solely for fractional shares); or

(d) The shareholders of the Company approve a merger, plan of
reorganization, consolidation or share exchange with any other corporation,
and immediately following such merger, plan of reorganization,
consolidation or share exchange the holders of the voting securities of the
Company outstanding immediately prior thereto hold securities representing
fifty percent (50%) or less of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger, plan of reorganization, consolidation or share exchange;
provided, however, that notwithstanding the foregoing, no Change in Control
shall be deemed to have occurred if one-half (2) or more of the members of
the Board of the Company or such surviving entity immediately after such
merger, plan of reorganization, consolidation or share exchange is
comprised of persons who served as directors of the Company immediately
prior to such merger, plan of reorganization, consolidation or share
exchange or who are otherwise designees of the Company; or

(e) Upon approval by the Company's stockholders of a complete
liquidation and dissolution of the Company or the sale or other disposition
of all or substantially all of the assets of the Company other than to a
Parent or Subsidiary; or
<PAGE>

(f) Any other event that a majority of the Board, in its sole
discretion, shall determine constitutes a Change in Control.

Notwithstanding the occurrence of any of the foregoing events of this
Section 6.7 which would otherwise result in a Change in Control, the Board may
determine in its discretion, if it deems it to be in the best interest of the
Company, that an event or events otherwise constituting a Change in Control
shall not be deemed a Change in Control hereunder. Such determination shall be
effective only if it is made by the Board prior to the occurrence of an event
that otherwise would be a Change in Control, or after such event if made by the
Board a majority of which is composed of directors who were members of the Board
immediately prior to the event that otherwise would be or probably would lead
to a Change in Control.

6.8 EXCHANGE OF INCENTIVE AWARDS

The Committee may, in its discretion, permit any Grantee to surrender
outstanding Incentive Awards in order to exercise or realize his rights under
other Incentive Awards or in exchange for the grant of new Incentive Awards, or
require holders of Incentive Awards to surrender outstanding Incentive Awards
(or comparable rights under other plans or arrangements) as a condition
precedent to the grant of new Incentive Awards.

6.9 FINANCING

The Company may extend and maintain, or arrange for and guarantee, the
extension and maintenance of financing to any Grantee to purchase Shares
pursuant to exercise of an Incentive Award upon such terms as are approved by
the Committee in its discretion.

SECTION 7

GENERAL

7.1 EFFECTIVE DATE AND GRANT PERIOD

This Plan is adopted by the Board effective as of August 21, 1998 (the
"EFFECTIVE DATE"), subject to the approval of the shareholders of the Company by
August 20, 1999. Incentive Awards may be granted under the Plan at any time
prior to receipt of such stockholder approval; provided, however, if the
requisite stockholder approval is not obtained then any Incentive Awards granted
hereunder shall automatically become null and void and of no force or effect.
Unless sooner terminated by the Board, no Incentive Award shall be granted under
the Plan after ten (10) years from the Effective Date.

7.2 FUNDING AND LIABILITY OF COMPANY

No provision of the Plan shall require the Company, for the purpose of
satisfying any obligations under the Plan, to purchase assets or place any
assets in a trust or other entity to which contributions are made, or otherwise
to segregate any assets. In addition, the Company shall not be required to
maintain separate bank accounts, books, records or other evidence of the
existence of a segregated or separately maintained or administered fund for
purposes of the Plan. Although bookkeeping accounts may be established with
respect to Grantees who are entitled to cash,
<PAGE>

Common Stock or rights thereto under the Plan, any such accounts shall be used
merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock
or rights thereto. The Plan shall not be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Common Stock or rights thereto. Any liability or obligation
of the Company to any Grantee with respect to an Incentive Award shall be based
solely upon any contractual obligations that may be created by this Plan and any
Incentive Agreement, and no such liability or obligation of the Company shall be
deemed to be secured by any pledge or other encumbrance on any property of the
Company. Neither the Company, the Board nor the Committee shall be required to
give any security or bond for the performance of any obligation that may be
created by the Plan.

7.3 WITHHOLDING TAXES

(a) TAX WITHHOLDING. The Company shall have the power and the right
to deduct or withhold, or require a Grantee to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of the Plan or an Incentive Award
hereunder.

(b) SHARE WITHHOLDING. With respect to tax withholding required upon
the exercise of Stock Options, upon the lapse of restrictions on Restricted
Stock, or upon any other taxable event arising as a result of any Incentive
Awards, Grantees may elect, subject to the approval of the Committee in its
discretion, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the date
the tax is to be determined equal to the minimum statutory total tax which
could be imposed on the transaction. All such elections shall be made in
writing, signed by the Grantee, and shall be subject to any restrictions or
limitations that the Committee, in its discretion, deems appropriate.

(c) INCENTIVE STOCK OPTIONS. With respect to Shares received by a
Grantee pursuant to the exercise of an Incentive Stock Option, if such
Grantee disposes of any such Shares within (i) two years from the date of
grant of such Option or (ii) one year after the transfer of such shares to
the Grantee, the Company shall have the right to withhold from any salary,
wages or other compensation payable by the Company to the Grantee an amount
sufficient to satisfy federal, state and local tax withholding requirements
attributable to such disqualifying disposition.

(d) LOANS. The Committee may provide for loans, on either a short
term or demand basis, from the Company to a Grantee who is an Employee or
Consultant to permit the payment of taxes required by law.
<PAGE>

7.4 NO GUARANTEE OF TAX CONSEQUENCES

Neither the Company nor the Committee makes any commitment or guarantee
that any federal, state or local tax treatment will apply or be available to any
person participating or eligible to participate hereunder.

7.5 DESIGNATION OF BENEFICIARY BY PARTICIPANT

Each Grantee may, from time to time, name any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit under the
Plan is to be paid in case of his death before he receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same
Grantee, shall be in a form prescribed by the Committee, and will be effective
only when filed by the Grantee in writing with the Committee during the
Grantee's lifetime. In the absence of any such designation, benefits remaining
unpaid at the Grantee's death shall be paid to the Grantee's estate.

7.6 DEFERRALS

The Committee may permit a Grantee to defer such Grantee's receipt of the
payment of cash or the delivery of Shares that would, otherwise be due to such
Grantee by virtue of the lapse or waiver of restrictions with respect to
Restricted Stock, or the satisfaction of any requirements or goals with respect
to Performance Units, Performance Shares or Other Stock-Based Awards. If any
such deferral election is permitted, the Committee shall, in its discretion,
establish rules and procedures for such payment deferrals to the extent
consistent with the Code.

7.7 AMENDMENT AND TERMINATION

The Board shall have complete power and authority to terminate or amend the
Plan at any time; provided, however, if the Company is a Publicly Held
Corporation, the Board shall not, without the approval of the stockholders of
the Company within the time period required by applicable law, (a) except as
provided in Section 6.5, increase the maximum number of Shares which may be
issued under the Plan pursuant to Section 1.4, (b) amend the requirements as to
the class of Employees eligible to purchase Common Stock under the Plan, (c) to
the extent applicable, increase the maximum limits on Incentive Awards to
Covered Employees as set for compliance with the Performance-Based Exception,
(d) extend the term of the Plan, or (e) to the extent applicable, decrease the
authority granted to the Committee under the Plan in contravention of Rule 16b-3
under the Exchange Act.

No termination, amendment, or modification of the Plan shall adversely
affect in any material way any outstanding Incentive Award previously granted to
a Grantee under the Plan, without the written consent of such Grantee or other
designated holder of such Incentive Award.

In addition, to the extent that the Committee determines that (a) the
listing for qualification requirements of any national securities exchange or
quotation system on which the Company's Common Stock is then listed or quoted,
if applicable, or (b) the Code (or regulations promulgated thereunder), require
stockholder approval in order to maintain compliance with such listing
requirements or to maintain any favorable tax advantages or qualifications, then
the Plan shall not be amended in such respect without approval of the Company's
stockholders.
<PAGE>

7.8 REQUIREMENTS OF LAW

The granting of Incentive Awards and the issuance of Shares under the Plan
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required. Certificates evidencing shares of Common Stock delivered under this
Plan (to the extent that such shares are so evidenced) may be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the rules and regulations of the Securities and Exchange Commission, any
securities exchange or transaction reporting system upon which the Common Stock
is then listed or to which it is admitted for quotation, and any applicable
federal or state securities law, if applicable. The Committee may cause a legend
or legends to be placed upon such certificates (if any) to make appropriate
reference to such restrictions.

7.9 RULE 16B-3 SECURITIES LAW COMPLIANCE

With respect to Insiders to the extent applicable, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3 under
the Exchange Act. Any ambiguities or inconsistencies in the construction of an
Incentive Award or the Plan shall be interpreted to give effect to such
intention. However, to the extent any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void to the extent
permitted by law and deemed advisable by the Committee in its discretion.

7.10 COMPLIANCE WITH CODE SECTION 162(M)

If the Company is a Publicly Held Corporation, then unless otherwise
determined by the Committee with respect to any particular Incentive Award, it
is intended that the Plan comply fully with the applicable requirements so that
any Incentive Awards subject to Section 162(m) of the Code that are granted to
Covered Employees shall qualify for the Performance-Based Exception. If any
provision of the Plan or an Incentive Agreement would disqualify the Plan or
would not otherwise permit the Plan or Incentive Award to comply with the
Performance-Based Exception as so intended, such provision shall be construed or
deemed to be amended to conform to the requirements of the Performance-Based
Exception to the extent permitted by applicable law and deemed advisable by the
Committee; provided, however, no such construction or amendment shall have an
adverse effect on the prior grant of an Incentive Award or the economic value to
a Grantee of any outstanding Incentive Award.

7.11 SUCCESSORS

All obligations of the Company under the Plan with respect to Incentive
Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.
<PAGE>

7.12 MISCELLANEOUS PROVISIONS

(a) No Employee, Consultant, Outside Director, or other person shall
have any claim or right to be granted an Incentive Award under the Plan.
Neither the Plan, nor any action taken hereunder, shall be construed as
giving any Employee, Consultant, or Outside Director any right to be
retained in the Employment or other service of the Company or any Parent or
Subsidiary.

(b) No Shares of Common Stock shall be issued hereunder unless
counsel for the Company is then reasonably satisfied that such issuance
will be in compliance with federal and state securities laws, if
applicable.

(d) By accepting any Incentive Award, each Grantee and each person
claiming by or through him shall be deemed to have indicated his acceptance
of the Plan.

7.13 SEVERABILITY

In the event that any provision of this Plan shall be held illegal, invalid
or unenforceable for any reason, such provision shall be fully severable, but
shall not affect the remaining provisions of the Plan, and the Plan shall be
construed and enforced as if the illegal, invalid, or unenforceable provision
was not included herein.

7.14 GENDER, TENSE AND HEADINGS

Whenever the context so requires, words of the masculine gender used herein
shall include the feminine and neuter, and words used in the singular shall
include the plural. Section headings as used herein are inserted solely for
convenience and reference and constitute no part of the interpretation or
construction of the Plan.

7.15 GOVERNING LAW

The Plan shall be interpreted, construed and constructed in accordance with
the laws of the State of Texas without regard to its conflicts of law
provisions, except as may be superseded by applicable laws of the United States.

IN WITNESS WHEREOF, WORK International Corporation has caused this Plan to
be duly executed in its name and on its behalf by its duly Authorized Officer.

WORK INTERNATIONAL CORPORATION

By: /S/ B. Garfield French
--------------------------------
B. Garfield French, President
and Chief Executive Officer

<PAGE>

EXHIBIT 10.2

(Form of Officers and Directors Indemnification Agreement)

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is made as of this __ day
August, 1998, by and between WORK International Corporation, a Texas corporation
(the "Company"), and _____________ ("Indemnitee").

Whereas, the Company and Indemnitee recognize the increasing difficulty in
obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance;

Whereas, the Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks at the same time as the availability and coverage
of liability insurance has been severely limited;

Whereas, Indemnitee does not regard the current protection available as
adequate under the present circumstances, and Indemnitee and other officers and
directors of the Company may not be willing to continue to serve as officers and
directors without additional protection; and

Whereas, the Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify its officers and directors so as to provide them
with the maximum protection permitted by law.

Now, therefore, the Company and Indemnitee hereby agree as follows:

1. INDEMNIFICATION.

A. THIRD PARTY PROCEEDINGS. The Company shall indemnify Indemnitee if
Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Company, or any subsidiary of the
Company, by reason of any action or inaction on the part of Indemnitee while an
officer or director or by reason of the fact that Indemnitee is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) actually and reasonably incurred by
Indemnitee in connection with such action, suit or proceeding if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe Indemnitee's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that Indemnitee did
not act in good faith and in a manner that Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that Indemnitee's
conduct was unlawful.
<PAGE>

B. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall
indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Company or any subsidiary of the Company to procure a judgment in
its favor by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, by reason of
any action or inaction on the part of Indemnitee while an officer or director or
by reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by Indemnitee in connection with the defense or settlement
of such action or suit if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, except that no indemnification shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged to be
liable to the Company unless and only to the extent that the District Court of
the State of Texas or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such expenses which the District Court of the State of
Texas or such other court shall deem proper.

C. INDEMNIFICATION FOR EXPENSES AS A WITNESS. Not withstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding to which Indemnitee is not a
party, he shall be indemnified against all expenses actually and reasonably
incurred by him or on his behalf in connection therewith.

D. MANDATORY PAYMENT OF EXPENSES. To the extent that Indemnitee has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Subsections (a), (b) and (c) of this Section 1 or the
defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
Indemnitee in connection therewith.

2. AGREEMENT TO SERVE. In consideration of the protection afforded by this
Agreement, if Indemnitee is a director of the Company he agrees to serve at
least for the balance of the current term as a director and not to resign
voluntarily during such period without the written consent of a majority of the
Board of Directors. If Indemnitee is an officer of the Company not serving under
an employment contract, he agrees to serve in such capacity at least for the
balance of the current fiscal year of the Company and not to resign voluntarily
during such period without the written consent of a majority of the Board of
Directors. Following the applicable period set forth above, Indemnitee agrees to
continue to serve in such capacity at the will of the Company (or under separate
agreement, if such agreement exists) so long as he is duly appointed or elected
and qualified in accordance with the applicable provisions of the by-laws of the
Company or any subsidiary of the Company or until such time as he tenders his
resignation in writing. Nothing contained in this Agreement is intended to
create in Indemnitee any right to continued employment.

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<PAGE>

3. EXPENSES; INDEMNIFICATION PROCEDURE.

A. ADVANCEMENT OF EXPENSES. The Company shall advance all expenses
incurred by Indemnitee in connection with the investigation, defense, settlement
or appeal of any civil or criminal action, suit or proceeding referenced in
Section 1(a), (b) or (c) hereof. Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified by the Company
as authorized hereby. The advances to be made hereunder shall be paid by the
Company to the Indemnitee within twenty (20) days following delivery of a
written request therefor by Indemnitee to the Company.

B. NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
precedent to his right to be indemnified under this Agreement, give the Company
notice in writing as soon as practicable of any claim made against Indemnitee
for which indemnification will or could be sought under this Agreement. Notice
to the Company shall be directed to Work International Corporation 700
Louisiana, Suite 3900, Houston, Texas 77002 (Attention: Chief Executive Officer)
(or such other address as the Company shall designate in writing to Indemnitee).
Notice shall be deemed received on the third business day after the date
postmarked if sent by domestic certified or registered mail, properly addressed;
otherwise notice shall be deemed received when such notice shall actually be
received by the Company. In addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within
Indemnitee's power.

C. PROCEDURE. Any indemnification and advances provided for in Section 1
and this Section 3 shall be made no later than forty-five (45) days after
receipt of the written request of Indemnitee. If a claim under this Agreement,
under any statute, or under any provision of the Company's Certificate of
Incorporation or By-laws providing for indemnification, is not paid in full by
the Company within forty-five (45) days after a written request for payment
thereof has first been received by the Company, Indemnitee may, but need not, at
any time thereafter bring an action against the Company to recover the unpaid
amount of the claim and, subject to Section 13 of this Agreement, Indemnitee
shall also be entitled to be paid for the expenses (including attorneys' fees)
of bringing such action. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in connection with any
action, suit or proceeding in advance of its final disposition) that Indemnitee
has not met the standards of conduct that make it permissible under applicable
law for the Company to indemnify Indemnitee for the amount claimed, but the
burden of proving such defense shall be on the Company and Indemnitee shall be
entitled to receive interim payments of expenses pursuant to Subsection 3(a)
unless and until such defense may be finally adjudicated by court order or
judgment from which no further right of appeal exists. It is the parties'
intention that if the Company contests Indemnitee's right to indemnification,
the question of Indemnitee's right to indemnification shall be for the court to
decide, and neither the failure of the Company (including its Board of Directors
or any committee or subgroup of the Board of Directors, independent legal
counsel, or its stockholders) to have made a determination that indemnification
of Indemnitee is proper in the circumstances because Indemnitee has met the
applicable standard of conduct required by applicable law, nor an actual
determination by the Company (including its Board of Directors or any committee
or subgroup of the Board of Directors, independent legal counsel, or its
stockholders) that Indemnitee has not met such applicable standard of conduct,
shall create a presumption that Indemnitee has or has not met the applicable
standard of conduct.

3
<PAGE>

D. NOTICE TO INSURERS. If, at the time of the receipt of a notice of a
claim pursuant to Subsection 3(b) hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.

E. SELECTION OF COUNSEL. In the event the Company shall be obligated
under Section 3(a) hereof to pay the expenses of any proceeding against
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense
of such proceeding, with counsel approved by Indemnitee, upon the delivery to
Indemnitee of written notice of its election so to do. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same proceeding, provided that (i) Indemnitee shall have the
right to employ his counsel in any such proceeding at Indemnitee's expense; and
(ii) if (A) the employment of counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and Indemnitee in the
conduct of any such defense or (C) the Company shall not, in fact, have employed
counsel to assume the defense of such proceeding, then the fees and expenses of
Indemnitee's counsel shall be at the expense of the Company.

4. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

A. SCOPE. Notwithstanding any other provision of this Agreement, the
Company hereby agrees to indemnify the Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by the other provisions of this Agreement, the Company's Articles of
Incorporation, the Company's By-laws or by statute. In the event of any change,
after the date of this Agreement, in any applicable law, statute, or rule that
expands the right of a Texas corporation to indemnify a member of its board of
directors or an officer, such changes shall be, ipso facto, within the purview
of Indemnitee's rights and Company's obligations, under this Agreement. In the
event of any change in any applicable law, statute or rule that narrows the
right of a Texas corporation to indemnify a member of its board of directors or
an officer, such changes, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder.

B. NONEXCLUSIVITY. The indemnification provided by this Agreement shall
not be deemed exclusive of any rights to which Indemnitee may be entitled under
the Company's Articles of Incorporation, its By-laws, any agreement, any vote of
stockholders or disinterested Directors, the Texas Business Corporation Act, or
otherwise, both as to action in Indemnitee's official capacity and as to action
in another capacity while holding such office. The indemnification provided
under this Agreement shall continue as to Indemnitee for any action taken or not
taken while serving in an indemnified capacity even though he may have ceased to
serve in an indemnified capacity at the time of any action, suit or other
covered proceeding.

4
<PAGE>

5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of the
expenses, judgments, fines or penalties actually or reasonably incurred by him
in the investigation, defense, appeal or settlement of any civil or criminal
action, suit or proceeding, but not, however, for the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion of such
expenses, judgments, fines or penalties to which Indemnitee is entitled.

6. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in
certain instances, Federal law or public policy may override applicable state
law and prohibit the Company from indemnifying its directors and officers under
this Agreement or otherwise. For example, the Company and Indemnitee acknowledge
that the Securities and Exchange Commission (the "SEC") has taken the position
that indemnification is not permissible for liabilities arising under certain
federal securities laws, and federal legislation prohibits indemnification for
certain ERISA violations. Indemnitee understands and acknowledges that the
Company has undertaken, and may be required in the future to undertake, with the
SEC to submit the question of indemnification to a court in certain
circumstances for a determination of the Company's right under public policy to
indemnify Indemnitee.

7. OFFICER AND DIRECTOR LIABILITY INSURANCE. The Company shall, from time to
time, make the good faith determination whether or not it is practicable for the
Company to obtain and maintain a policy or policies of insurance with reputable
insurance companies providing the officers and directors of the Company with
coverage for losses from wrongful acts, or to ensure the Company's performance
of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage. In all policies of
director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company's directors, if
Indemnitee is a director; or of the Company's officers, if Indemnitee is not a
director of the Company but is an officer; or of the Company's key employees, if
Indemnitee is not an officer or director but is a key employee. Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain such
insurance if the Company determines in good faith that such insurance is not
reasonably available, if the premium costs for such insurance are
disproportionate to the amount of coverage provided, if the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient
benefit, or if Indemnitee is covered by similar insurance maintained by a parent
or subsidiary of the Company.

8. SEVERABILITY. Nothing in this Agreement is intended to require or shall be
construed as requiring the Company to do or fail to do any act in violation of
applicable law. The Company's inability, pursuant to court order, to perform its
obligations under this Agreement shall not constitute a breach of this
Agreement. The provisions of this Agreement shall be severable as provided in
this Section 8. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.

5
<PAGE>

9. EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement for
the following:

A. CLAIMS INITIATED BY INDEMNITEE. The Company shall not be obligated to
indemnify or advance expenses to Indemnitee with respect to proceedings or
claims initiated or brought voluntarily by Indemnitee and not by way of defense,
except with respect to proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other statute or law or otherwise as
required under the Texas Business Corporation Act, but such indemnification or
advancement of expenses may be provided by the Company in specific cases if the
Board of Directors finds it to be appropriate;

B. LACK OF GOOD FAITH. The Company shall not be obligated to indemnify
Indemnitee for any expenses incurred by Indemnitee with respect to any
proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a
court of competent jurisdiction determines that each of the material assertions
made by Indemnitee in such proceeding was not made in good faith or was
frivolous;

C. INSURED CLAIMS. The Company shall not be obligated to indemnify
Indemnitee for expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts
paid in settlement) that have been paid directly to Indemnitee by an insurance
carrier under a policy of officers' and directors' liability insurance
maintained by the Company; or

D. CLAIMS UNDER SECTION 16(B). The Company shall not be obligated to
indemnify Indemnitee for expenses or the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or any similar successor
statute.

10. CONSTRUCTION OF CERTAIN PHRASES.

A. For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger that, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
if Indemnitee is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, Indemnitee shall stand in
the same position under the provisions of this Agreement with respect to the
resulting or surviving corporation as Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.

B. For purposes of this Agreement, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on Indemnitee with respect to an employee benefit plan;
and references to "serving at the request of the Company" shall include any
service as a director, officer, employee or agent of the Company that imposes
duties on, or involves services by, such director, officer, employee or agent
with respect to an employee

6
<PAGE>

benefit plan, its participants, or beneficiaries; and if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner "not opposed to the best interests of
the Company" as referred to in this Agreement.

11. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original.

12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company
and its successors and assigns, and shall inure to the benefit of Indemnitee and
Indemnitee's estate, heirs, legal representatives and assigns.

13. ATTORNEYS' FEES. In the event that any action is instituted by Indemnitee
under this Agreement to enforce or interpret any of the terms hereof, Indemnitee
shall be entitled to be paid all court costs and expenses, including reasonable
attorneys' fees, incurred by Indemnitee with respect to such action, unless as a
part of such action, a court of competent jurisdiction determines that each of
the material assertions made by Indemnitee as a basis for such action was not
made in good faith or was frivolous. In the event of an action instituted by or
in the name of the Company under this Agreement or to enforce or interpret any
of the terms of this Agreement, Indemnitee shall be entitled to be paid all
court costs and expenses, including attorneys' fees, incurred by Indemnitee in
defense of such action (including with respect to Indemnitee's counterclaims and
cross-claims made in such action), unless as a part of such action the court
determines that each of Indemnitee's material defenses to such action was made
in bad faith or was frivolous.

14. NOTICE. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (i) if delivered by
hand and receipt is acknowledged by the party addressee, on the date of such
receipt, or (ii) if mailed by certified or registered mail with postage prepaid,
on the third business day after the date postmarked. Addresses for notice to
either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice.

15. CONSENT TO JURISDICTION. The Company and the Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Texas for
all purposes in connection with any action or proceeding that arises out of or
relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the state courts of the State of Texas.

16. CHOICE OF LAW. This Agreement shall be governed by and its provisions
construed in accordance with the laws of the State of Texas, as applied to
contracts between residents entered into and to be performed entirely within
Texas.

7
<PAGE>

IN WITNESS WHEREOF, the parties or their duly authorized representatives
hereto have executed this agreement as of the date first above written.

WORK INTERNATIONAL CORPORATION

By:
----------------------------------
Name:
--------------------------------
Printed:
-----------------------------
Title:
-------------------------------

Address: 700 Louisiana, Suite 3900
Houston, Texas 77002

AGREED TO AND ACCEPTED:

INDEMNITEE:

- ---------------------------------
(Signature)

- ---------------------------------
- ---------------------------------
(Address)

<PAGE>

EXHIBIT 10.7

AMENDED EMPLOYMENT AND
STOCK GRANT AGREEMENT

THIS AMENDED EMPLOYMENT AND STOCK GRANT AGREEMENT (this "Agreement") is
executed as of August 24, 1998 to be effective as of May 15, 1998, between Work
International Corporation, a Texas corporation (the "Company"), and Michael
Hlinak, an individual residing in Houston, Texas (the "Executive"). However, the
provisions of new Section 3.6 are effective as of August 24, 1998.

RECITALS

WHEREAS, the Company has been formed to acquire companies engaged in the
business of temporary staffing and outsourcing services, human resource
management and technology project management; and

WHEREAS, the Company wishes to employ the Executive, and the Executive is
willing to accept employment, on the terms and conditions of this Agreement;

AGREEMENT

NOW, THEREFORE, in consideration of the Company employing the Executive and
the mutual promises and covenants set forth herein, and for other good and
valuable consideration, the receipt, adequacy and legal sufficiency of which are
hereby acknowledged, the Company and the Executive agree as follows:

1. Employment, Duties and Acceptance.

1.1 Employment by the Company. The Company agrees to employ the
Executive as a full-time executive employee of the Company in the position of
Chief Operating Officer for the Employment Term (as hereinafter defined) to
render such services and to perform such duties as are customarily attendant to
such position as well as such other duties, which are not inconsistent with the
Executive's status as an executive employee of the Company, as shall from time
to time reasonably be requested by the Board of Directors of the Company (the
"Board of Directors") or the officers of the Company senior to the Executive.

1.2 Acceptance of Employment by the Executive. The Executive hereby
accepts such employment and shall render the services required of him under
Section 1.1. The Executive shall devote his full business time, attention and
energy to the business of the Company and the performance of his duties under
this Agreement. The foregoing shall not, however, prohibit the Executive from
making and managing personal investments, or from engaging in civic or
charitable activities, that do not materially impair the performance of his
duties under this Agreement. If appointed or elected, as applicable, the
Executive also shall serve during all or any part of the Employment Term as any
other officer and/or as a director of the Company or any of its subsidiaries or
affiliates, without any additional compensation other than that specified in
this Agreement.
<PAGE>

1.3 Place of Performance. The Executive shall be based in the
Houston, Texas area, and nothing in this Agreement shall require the Executive
to relocate his base of employment or principal place of residence from this
area.

1.4 Termination of Existing Contracts. The Executive agrees that all
agreements and contracts, whether written or oral, relating to the employment of
the Executive by any other entity or person, are terminated as of the
commencement of the Employment Term.

2. Term of Employment. The term of the Executive's employment under this
Agreement (the "Employment Term") shall commence on the date this Agreement (the
"Commencement Date") and shall continue (unless earlier terminated as herein
provided) through and expire on the first anniversary of the Commencement Date;
provided, that upon completion of the Company's initial public offering ("IPO")
during the Employment Term, this Agreement shall continue thereafter and expire
on the third anniversary of the IPO (the "Expiration Date").

3. Compensation and Other Benefits.

3.1 Annual Salary. As compensation for services to be rendered under
this Agreement, the Company shall pay the Executive a salary (the "Annual
Salary"), subject to such increases as the Board of Directors may, in its
discretion, approve, at a rate of $175,000 per annum; provided, that until the
completion of the IPO, the executive shall receive such compensation as shall be
allocated to him by the Board of Directors from funds available to compensate
executive officers of the Company. The Executive shall also be eligible, during
the Employment Term, to receive such other compensation, whether in the form of
cash bonuses, incentive compensation, stock options, stock appreciation rights,
restricted stock awards or otherwise (collectively, the "Additional
Compensation"), as the Board of Directors (or any committee of the Board) may,
in its discretion, approve. The Annual Salary and the Additional Compensation
shall be payable in accordance with the applicable payroll and/or other
compensation policies and plans of the Company as in effect from time to time,
less such deductions as shall be required to be withheld by applicable law and
regulations.

3.2 Participation in Employee Benefit Plans. The Executive shall be
permitted, during the Employment Term, to choose, on a quarterly basis, either:
(i) if and to the extent eligible, to participate in any group life,
hospitalization or disability insurance plan, health program, pension plan,
similar benefit plan or other "fringe benefits" of the Company, which may be
available to all other senior executives of the Company generally on the same
terms as such other executives; or (ii) to receive the sum of $500.00 per month
for reimbursement of expenses that would generally be covered by such benefit
plans.

3.3 Executive Support. The Company shall provide to the Executive
office facilities, furniture, fixtures and equipment, secretarial and support
personnel and other executive support services as the Executive shall reasonably
require in connection with his performance of his obligations under this
Agreement.

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<PAGE>

3.4 Reimbursement of Business Expenses. The Executive may incur
reasonable, ordinary and necessary business expenses in the course of his
performance of his obligations under this Agreement, including expenses for
travel, food and entertainment. The Company shall reimburse the Executive for
all such business expenses if (i) such expenses are incurred by the Executive in
accordance with the Company's business expense reimbursement policy, if any, as
may be established and modified by the Company from time to time, and (ii) the
Executive provides to the Company a record of (A) the amount of the expense, (B)
the date, place and nature of the expense, (C) the business reason for the
expense and (D) the names, occupations and other data concerning individuals
entertained sufficient to establish their business relationship to the Company.
The Company shall have no obligation to reimburse the Executive for expenses
that are not incurred and substantiated as required by this Section 3.4.

3.5 Stock Options. Upon the Commencement Date, the Company will
grant the Executive non-qualified stock options (the "Options") to purchase
175,000 shares of the common stock of the Company as presently constituted, at
the price per share at which shares of Common Stock are sold in the IPO pursuant
to an option agreement to be entered into (the "Option Agreement"). The Options
will vest as to 33% of such shares upon the completion of the IPO and as to the
remaining 67% of such shares upon the first anniversary of the completion of the
IPO. The Options shall have a term of ten (10) years from the date of grant,
and may be exercised in whole or in part, from time to time, at any time after
vesting by the payment of cash or the tender of shares of the Company's common
stock having a value equal to the exercise price of the Options being exercised,
all as set forth in the Option Agreement. Commencing with the IPO and for each
partial or full calendar year thereafter during the term hereof, provided
Executive is then serving as an employee of the Company, the Company shall grant
to Executive options to purchase such number of additional shares as the Board
of Directors of the Company may determine, on such terms and conditions as shall
be established at such time.

3.6 Stock Grant. Effective as of the date of this Agreement, the
Company grants to the Executive shares of the common stock of the Company
equivalent to 15,000 shares of the Company's common stock immediately after the
reverse split which will precede the Company's anticipated IPO (the "Grant
Shares"). There are no vesting conditions on such shares.

The Company shall loan to the Executive an amount equal to all required
income taxes payable on the income recognized by the Executive on the issuance
of the Grant Shares, said loan to be made pursuant to a promissory note which
requires repayment of the loan and all interest thereon on the first anniversary
of said loan, and which bears interest equal to the applicable federal short-
term rate, compounded semi-annually, as determined under Section 1274(d) of the
Internal Revenue Code of 1986, as amended.

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<PAGE>

4. Non-Competition.

4.1 Covenants Against Competition. The Executive acknowledges that
(i) the Company, which for purposes of this Section 4 includes all of its
present and future subsidiaries and affiliates, including such subsidiaries and
affiliates as may be formed or incorporated during the Restricted Period (as
defined in Section 4.1.1), is engaged in the business described in the Recitals
set forth on the first page of this Agreement (the "Business"); (ii) the
Executive is one of a limited number of persons who will perform a significant
role in developing the Business; (iii) the Business is conducted throughout the
United States; (iv) his work for the Company will give him, trade secrets of,
and confidential information concerning, the Company; (v) the agreements and
covenants contained in this Section 4 (collectively, the "Restrictive
Covenants") are essential to protect the Business and the goodwill of the
Company; (vi) he has means to support himself and his dependents other than by
engaging in the Business in violation of the Restrictive Covenants and the
Restrictive Covenants will not impair such ability. Accordingly, the Executive
agrees as follows:

4.1.1 Non-Compete. For a period commencing on the Commencement
Date and ending (i) if this Agreement is terminated pursuant to its Section
5.3, on the effective date of the Executive's termination or (ii)
otherwise, on the third anniversary of the date this Agreement is otherwise
terminated (the "Restricted Period"), the Executive shall not (A) engage,
as an officer, director or in any other managerial capacity or as an owner,
co-owner or other investor of or in, whether as an employee, independent
contractor, consultant or advisor, or as a sales or manufacturer's
representative or distributor of any kind, in any business selling any
products or providing any services which are sold or offered by the Company
on the date the Executive's employment is terminated, within any territory
surrounding any regional office (each a "facility") in which the Company
was engaged in business immediately prior to the date of the Executive's
termination of employment (for purposes of this Section 4.1, the territory
surrounding a facility shall be: (1) the city, town or village in which the
facility is located, (2) the county or parish in which the facility is
located, (3) the counties or parishes contiguous to the county or parish in
which the facility is located, (4) the area located within 100 miles of the
facility and (5) the area in which the facility regularly makes sales or
provides services, all of such locations being herein collectively called
the "Territory"), or (B) call on any person or entity that at the time is,
or at any time within one year prior to the date of termination of the
Executive's employment was, a customer of the Company within the Territory,
for the purpose of soliciting or selling any product or service which is
then sold or offered within the Territory by the Company or any of its then
current vendors or suppliers, if the Executive has knowledge of that
customer relationship; provided, however, that nothing in this Section
4.1.1 shall prohibit the Executive from owning, directly or indirectly,
solely as an investment, securities of any entity traded on any national
securities exchange or over-the-counter market if the Executive is not a
controlling person of, or a member of a group which controls, such entity
and does not, directly or indirectly, own five percent or more of any class
of securities of such entity.

4.1.2 Confidential Information; Personal Relationships. During
the Restricted Period and thereafter, the Executive shall keep secret and
retain in strict confidence, and shall not use for the benefit of himself
or others, all confidential matters of the Company, including, without
limitation, "know-how," trade secrets, customer lists,

4
<PAGE>

details of client or consultant contracts, pricing policies, operational
methods, marketing plans or strategies, product development techniques or
plans, business acquisition plans, new personnel acquisition plans, methods
of production and distribution, technical processes, designs and design
projects, inventions and research projects of the Company learned by the
Executive during the Restricted Period, but excluding any information
learned by the Executive prior to the Restricted Period or any information
which is or becomes available publicly except through the Executive or any
person who is prohibited from making such disclosure; nor shall the
Executive exploit for his own benefit, or the benefit of others, personal
relationships with customers, suppliers or agents of the Company in
connection with or adversely affecting the Business formed previously or
during the Restricted Period.

4.1.3 Property of the Company. All memoranda, notes, lists,
records and other documents or papers (and all copies thereof), including
such items stored in computer memories, on microfiche or by any other
means, made or compiled by or on behalf of the Executive, or made available
to the Executive relating to the Company, other than purely personal
matters, are and shall be the Company's property and shall be delivered to
the Company promptly upon the termination of the Executive's employment
(whether such termination is for Cause, as hereinafter defined, or
otherwise) or at any other time on request of the Company.

4.1.4 Employees of the Company. During the Restricted Period and
thereafter for as long as the Executive shall remain an employee of or
consultant to the Company, the Executive shall not, directly or indirectly,
hire or solicit any employee or independent sales agent of the Company away
from the Company or encourage any such employee or agent to leave such
employment.

4.1.5 Consultants of the Company. During the Restricted Period
and thereafter for as long as the Executive shall remain an employee of or
consultant to the Company, the Executive shall not, directly or indirectly,
hire or solicit any consultant then under contract with the Company or
encourage such consultant to terminate such relationship.

4.1.6 Acquisition Candidates. During the Restricted Period and
thereafter for as long as the Executive shall remain an employee of or
consultant to the Company, the Executive shall not call on any Acquisition
Candidate (as defined below in this Section 4.1.6), with the knowledge of
such Acquisition Candidate's status as such, for the purpose of acquiring,
or arranging the acquisition of, that Acquisition Candidate by any person
or entity other than the Company. In this Section 4.1.6, "Acquisition
Candidate" means any person or entity engaged in the Business and (i) which
was called on by the Company, in connection with the possible acquisition
by the Company of that person or entity, or (ii) with respect to which the
Company has made an acquisition analysis.

4.1.7 Assignment of Rights. The Executive hereby specifically
sells, assigns, transfers and conveys to the Company all of his worldwide
right, title and interest in and to all such information, ideas, concepts,
improvements, discoveries or inventions, and any United States or foreign
applications for patents, inventor's certificates or other industrial

5
<PAGE>

rights which may be filed in respect thereof, including divisions,
continuations, continuations-in-part, reissues and/or extensions thereof,
and applications for registration of such names and service marks. The
Executive shall assist the Company and its nominee at all times, during the
Employment Period and thereafter, in the protection of such information,
ideas, concepts, improvements, discoveries or inventions, both in the
United States and all foreign countries, which assistance shall include,
but shall not be limited to, the execution of all lawful oaths and all
assignment documents requested by the Company or its nominee in connection
with the preparation, prosecution, issuance or enforcement of any
applications for United States or foreign letters patent, including
divisions, continuations, continuations-in-part, reissues and/or extensions
thereof, and any application for the registration of such names and service
marks.

4.1.8 Work for Hire. In the event the Executive creates, during
the Employment Period, any original work of authorship fixed in any
tangible medium of expression which is the subject matter of copyright
(such as, videotapes, written presentations on acquisitions, computer
programs, drawings, maps, architectural renditions, models, manuals,
brochures or the like) relating to the Company's business, products or
services, whether such work is created solely by the Executive or jointly
with others, the Company shall be deemed the author of such work if the
work is prepared by the Executive in the scope of his employment; or, if
the work is not prepared by the Executive within the scope of his
employment but is specially ordered by the Company as a contribution to a
collective work, as a part of a motion picture or other audiovisual work,
as a translation, as a supplementary work, as a compilation or as an
instructional text, then the work shall be considered to be work made for
hire, and the Company shall be the author of such work. If such work is
neither prepared by the Executive within the scope of his employment nor a
work specially ordered and deemed to be a work made for hire, then the
Executive hereby agrees to sell, transfer, assign and convey, and by these
presents, does sell, transfer, assign and convey, to the Company all of the
Executive's worldwide right, title and interest in and to such work and all
rights of copyright therein. The Executive agrees to assist the Company
and its Affiliates, at all times, during the Employment Period and
thereafter, in the protection of the Company's worldwide right, title and
interest in and to such work and all rights of copyright therein, which
assistance shall include, but shall not be limited to, the execution of all
documents requested by the Company or its nominee and the execution of all
lawful oaths and applications for registration of copyright in the United
States and foreign countries.

4.2 Rights and Remedies upon Breach. If the Executive breaches or
threatens to commit a breach of the Restrictive Covenants, the Company shall
have the following rights and remedies, each of which shall be independent of
the others and severally enforceable, and each of which is in addition to, and
not in lieu of, any other rights and remedies available to the Company under law
or in equity:

4.2.1 Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury to the Company and
that money damages would not provide an adequate remedy to the Company.

6
<PAGE>

4.2.2 Accounting. The right and remedy to require the Executive
to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits derived or received by the
Executive as the result of any transaction constituting a breach of the
Restrictive Covenants.

4.3 Severability of Covenants. The Executive acknowledges and agrees
that the Restrictive Covenants are reasonable and valid in geographical and
temporal scope and in all other respects. If any court determines that any of
the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and shall
be given full effect, without regard to the invalid portions.

4.4 Blue-Pencilling. If any court determines that any Restrictive
Covenant, or any part thereof, is unenforceable because of the duration or
geographic scope of such provision, such court shall have the power to reduce
the duration or scope of such provision, as the case may be, and, in its reduced
form, such provision shall then be enforceable.

4.5 Enforceability in Jurisdictions. The Company and the Executive
intend to and hereby confer jurisdiction to enforce the Restrictive Covenants
upon the courts of any jurisdiction within the geographical scope of the
Restrictive Covenants. If the courts of any one or more of such jurisdictions
hold the Restrictive Covenants unenforceable by reason of the breadth of such
scope or otherwise, it is the intention of the Company and the Executive that
such determination not bar or in any way affect the Company's right to the
relief provided above in the courts of any other jurisdiction within the
geographical scope of the Restrictive Covenants, as to breaches of such
covenants in such other respective jurisdictions, such covenants as they relate
to each jurisdiction being, for this purpose, severable into diverse and
independent covenants.

5. Termination.

5.1 Termination upon Death. If the Executive dies during the
Employment Term, this Agreement shall terminate, except that the Executive's
legal representatives, successors, heirs or assigns shall be entitled to receive
the Annual Salary, the Additional Compensation, and the Options, which shall
vest according to the schedule set forth herein, and other accrued benefits, if
any, earned up to the date of the Executive's death; provided, however, if any
Additional Compensation or other benefits are governed by the provisions of any
written employee benefit plan or policy of the Company, any written agreement
contemplated thereunder or any other separate written agreement entered into
between the Executive and the Company, the terms and conditions of such plan,
policy or agreement shall control in the event of any discrepancy or conflict
with the provisions of this Agreement regarding such Additional Compensation or
other benefit upon the death, termination or disability of the Executive.

5.2 Termination for Cause. At any time during the Employment Term,
the Company shall have the right, exercisable by serving notice effective in
accordance with its terms, to terminate the Executive's employment under this
Agreement and discharge the Executive for Cause (as hereinafter defined). If
such right is exercised, the Company's obligation to the Executive shall be
limited to the payment of any unpaid Annual Salary, Additional Compensation and
other benefits, if any, accrued up to the effective date (which shall not be
retroactive) specified in the

7
<PAGE>

Company's notice of termination. Any Options which have not fully vested, in
accordance with the schedule set forth herein, on or before the effective date
of Executives termination for Cause shall be immediately canceled. As used in
this Section 5.2 and in Section 5.3 below, the term "Cause" shall mean that the
Board of Directors shall have determined that (i) there has been a material
breach by the Executive of the terms of this Agreement, (ii) the Executive has
willfully and persistently failed or refused to follow the reasonable policies
and directives established by the Board of Directors or executive officers of
the Company senior to the Executive, (iii) the Executive has wrongfully
misappropriated money or other assets or properties of the Company or any
subsidiary or affiliate of the Company, (iv) the Executive has been convicted of
any felony or other serious crime, (v) the Executive's chronic absenteeism,
neglect of duties, alcoholism or drug addiction, or (vi) the Executive has
exhibited gross moral turpitude relevant to his office or employment with the
Company or any subsidiary or affiliate of the Company.

5.3 Termination Without Cause. At any time during the period
beginning on the first anniversary of the Commencement Date and continuing
through the end of the Employment Term, the Company shall have the right,
exercisable by serving notice effective in accordance with its terms, to
terminate the Executive's employment under this Agreement and discharge the
Executive without Cause. If such right is exercised, the Company's obligation
to the Executive shall be limited to the payment of any unpaid Annual Salary,
Additional Compensation and other benefits, if any, accrued up to the effective
date (which shall not be retroactive) specified in the Company's notice of
termination, plus payment of any Annual Salary which otherwise would be payable
to the Executive until the date which is three months from the effective date of
the Executive's termination. The Options shall continue to vest and become
exercisable in accordance with the schedule set forth herein.

5.4 Termination upon Disability. If during the Employment Term the
Executive becomes physically or mentally disabled, whether totally or partially,
as evidenced by the written statement of a competent physician licensed to
practice medicine in the United States, so that the Executive is unable to
substantially perform his services hereunder for (i) a period of six consecutive
months, or (ii) for shorter periods aggregating six months during any twelve-
month period, the Company may at any time after the last day of the six
consecutive months of disability or the day on which the shorter periods of
disability equal an aggregate of six months, by written notice to the Executive,
terminate the Executive's employment hereunder. If such right is exercised, the
Company's obligation to the Executive shall be limited to the payment of any
unpaid Annual Salary, Additional Compensation and other benefits, if any,
accrued up to the effective date (which shall not be retroactive) specified in
the Company's notice of termination, plus payment of any Annual Salary which
otherwise would be payable to the Executive during the six-month period
following such effective date. The Options shall continue to vest and become
exercisable in accordance with the schedule set forth herein.

5.5 Termination by Executive. If Executive terminates his employment
hereunder for any reason, the Company's obligation to the Executive shall be
limited to the payment of any unpaid Annual Salary, Additional Compensation and
other benefits, if any, accrued up to the effective date of such termination.

8
<PAGE>

6. Insurance. The Company may, from time to time, apply for and take
out, in its own name and at its own expense, naming itself or others as the
designated beneficiary (which it may change from time to time), policies for
health, accident, disability or other insurance upon the Executive or his life,
in any amount or amounts that it may deem necessary or appropriate to protect
its interest. The Executive agrees to aid the Company in procuring such
insurance by submitting to reasonable medical examinations and by filling out,
executing and delivering such applications and other instruments in writing as
may reasonably be required by an insurance company or companies to which any
application or applications for insurance may be made by or for the Company.

7. Indemnification. The Executive shall be entitled to the benefit of
the indemnification obligations of the Company set forth in the Company's
Articles of Incorporation, as amended through the date of this Agreement and the
Company's bylaws as in effect at the date of this Agreement.

8. Other Provisions.

8.1 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission or,
if mailed, five days after the date of deposit in the United States mail, as
follows:

(i) if to the Company, to:

700 Louisiana
Suite 3900
Houston, Texas 77002
Telecopier No.: 713-225-6104

(ii if to the Executive, to:

19910 Erica Way
Katy, Texas 77450
Telecopier No.: 281-492-2777

Either party may change its address for notice hereunder by notice to the
other party.

8.2 Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties with respect to its subject matter and
supersedes all prior agreements, written or oral, with respect thereto;
provided, however, that nothing herein shall in any way limit the obligation,
rights or liabilities of the parties under any written stock option agreement
separately entered into by the parties.

8.3 Waivers and Amendments. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving

9
<PAGE>

compliance. No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any right, power or privilege hereunder, nor any single
or partial exercise of any right, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder.

8.4 Governing Law; Venue. This Agreement, except as set forth in
Section 4.5 hereof, shall be governed by, and construed in accordance with, the
laws of the State of Texas, without reference to principles governing choice or
conflicts of law.

8.5 Assignment. This Agreement, and any rights and obligations
hereunder, may not be assigned by any party hereto without the prior written
consent of the other party, except that the Company may assign this Agreement to
any of its subsidiaries or affiliates without the Executive's consent provided
such assignment does not diminish any of the Executive's benefits, rights or
obligations hereunder.

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

8.7 Headings. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

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

WORK INTERNATIONAL CORPORATION

By: /s/ Mark F. Walz
---------------------------------
Mark F. Walz, Vice President
and Chief Financial Officer

EXECUTIVE

/s/ Michael Hlinak
------------------------------------
Michael Hlinak

<PAGE>

EXHIBIT 10.19

FUNDING AGREEMENT

FUNDING AGREEMENT (the "Agreement") dated as of July 2, 1998, between WORK
INTERNATIONAL CORPORATION (the "Company"), and BOLLARD GROUP, L.L.C., a Texas
limited liability company ("Bollard").

W I T N E S S E T H:

WHEREAS, the Company proposes to acquire a number of companies in the
staffing and information technology business (the "Business") for various
combinations of cash and common stock of the Company (the "Proposed
Acquisitions") simultaneously with, and conditioned upon, the successful
completion of an initial underwritten public offering of the Company's common
stock (the "IPO"); and

WHEREAS, the Company desires to obtain a commitment from Bollard for up to
$500,000 of debt financing to pay certain expenses which the Company expects to
incur up to the time of the closing of the IPO;

NOW, THEREFORE, in consideration of the agreements and undertakings of the
parties hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

1. FUNDING COMMITMENT. Subject to the terms and conditions of this
Agreement, Bollard agrees to provide up to $500,000 to the Company for the
purpose of funding operating expenses of the Company (the "Expenses"). Prior to
the completion of the IPO, the Company may request Bollard to make advances to
the Company to pay Expenses. Bollard will have the right to inspect the books
and records of the Company regarding any request for funding Expenses, and the
Company and Bollard further agree to attempt to defer the payment of Expenses
where appropriate. In addition, the Company will exercise reasonable business
judgment in incurring expenses for which funding is requested from Bollard.
However, Bollard recognizes that the Company must continue to operate in a
manner contributing to a successful Initial Public Offering and Bollard agrees
that it will not unreasonably deny funding requests by the Company. Prior to
the employment of any additional professional staff, the Company agrees to
obtain prior approval from Bollard, with such approval by Bollard not to be
unreasonably withheld. In addition, Bollard recognizes that a portion of the
funding proceeds may be applied to securing office space for the Company, and
Bollard will reasonably cooperate in the securing of such office space by the
Company, which may include, but may not be limited to, Bollard providing a non-
refundable deposit not to exceed $35,000. Furthermore, upon completion of the
successful IPO and the Company relocating to alternative office accommodations,
Bollard agrees to take the necessary steps to eliminate the Company's
liabilities arising from the lease at 3900 NationsBank Center. Any such
advances will be made by Bollard in the form of a noninterest bearing loan,
payable on the earlier to occur of the
<PAGE>

IPO and December 31, 1998. All such loans will be represented by a note in the
form attached hereto as Exhibit A.

2. MISCELLANEOUS.

2.1 Parties Bound. Except to the extent otherwise expressly
provided herein, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives,
administrators, guardians, successors and assigns; and no other person
shall have any right, benefit or obligation hereunder.

2.2 Notices. All notices, reports, records or other communications
that are required or permitted to be given to the parties under this
Agreement shall be sufficient in all respects if given in writing and
delivered in person, by telecopy, by overnight courier or by registered or
certified mail, postage prepaid, return receipt requested. All notices
hereunder will be sent to Bollard and the Company at the Houston office
address of the Company. Notice shall be deemed given on the date of
delivery, in the case of personal delivery or telecopy, or on the delivery
or refusal date, as specified on the return receipt, in the case of
overnight courier or registered or certified mail.

2.3 Choice of Law. This Agreement shall be construed, interpreted,
and the rights of the parties determined in accordance with, the laws of
the State of Texas, without giving effect to any conflicts of laws
principles.

2.4 Entire Agreement; Amendments and Waivers; Assignment. This
Agreement, together with all exhibits and schedules hereto, constitutes the
entire agreement between the parties pertaining to the subject matter
hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of
the parties. Except as set forth herein, there are no warranties,
representations or other agreements between the parties in connection with
the subject matter hereof. No supplement, modification or waiver of this
Agreement shall be binding unless it shall be specifically designated to be
a supplement, modification or waiver of this Agreement and shall be
executed in writing by each party to be bound thereby. No waiver of any of
the provisions of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver unless otherwise expressly provided.

2.5 No Third Party Beneficiaries. There are no third party
beneficiaries of this Agreement.

2.6 No Partnership. Nothing in this Agreement creates or is
intended to create any partnership or joint venture between Bollard and the
Company.

2
<PAGE>

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

2.8 Termination. This Agreement shall terminate on the earlier to
occur of the date of the IPO or the termination of the definitive
reorganization agreements regarding the acquisition of the founding
companies.

[Signature Page Follows]

3
<PAGE>

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

WORK INTERNATIONAL CORPORATION

By: /S/
------------------------------
Samuel R. Sacco,
Chairman of the Board

BOLLARD GROUP, L.L.C.

By: /S/
------------------------------
Richard K. Reiling,
Manager

<PAGE>

EXHIBIT 23.1

ACCOUNTANTS' CONSENT

The Board of Directors
Work International Corporation:

We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

KPMG Peat Marwick LLP

Houston, Texas
August 25, 1998

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,034,448
<SECURITIES> 172,806
<RECEIVABLES> 3,877,212
<ALLOWANCES> (351,701)
<INVENTORY> 0
<CURRENT-ASSETS> 4,821,121
<PP&E> 872,598
<DEPRECIATION> (558,886)
<TOTAL-ASSETS> 5,134,833
<CURRENT-LIABILITIES> 994,928
<BONDS> 0
0
0
<COMMON> 136
<OTHER-SE> 3,900,429
<TOTAL-LIABILITY-AND-EQUITY> 5,134,833
<SALES> 14,782,823
<TOTAL-REVENUES> 14,782,823
<CGS> 10,566,787
<TOTAL-COSTS> 10,566,787
<OTHER-EXPENSES> 2,545,151
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,670,885
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,670,885
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>