COMFORCE CORP
10-Q/A, 1996-05-16
COSTUME JEWELRY & NOVELTIES
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                    SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 1996

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________

                          Commission file number 1-6081

                              COMFORCE CORPORATION
             (Exact name of registrant as specified in its charter)


                Delaware                                  36-2262248
      -------------------------------                  -----------------
        State or other jurisdiction                     I.R.S. Employer
      of incorporation or organization                 Identification No.


 2001 Marcus Avenue, Lake Success, New York                   11042
   --------------------------------------                   --------
   Address of principal executive offices                   Zip Code

 Registrant's telephone number, including area code:     (516) 352-3200

                                                                      
                                 Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X   No
                                       ---    --- 
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

              
               Class                          Outstanding at April 30, 1996
    ----------------------------              -------------------------------
     Common stock, $.01 par value                       9,615,365
<PAGE>

                           PART II - OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K.

(a)  Exhibits.

3.1       Designation of Rights and Preferences of Series D Preferred Stock.

3.2       Designation of Rights and Preferences of Series E Preferred Stock.

10.1      Stock  Purchase  Agreement  dated  May 13,  1996  among  the  Company,
          COMFORCE  Technical  Services,  Inc.,  Project  Staffing Support Team,
          Inc., Raphael Rashkin and Stanley Rashkin.

10.2      Asset  Purchase  Agreement  dated  May 13,  1996  among  the  Company,
          COMFORCE Technical Services,  Inc., DataTech Technical Services, Inc.,
          Raphael Rashkin and Stanley Rashkin.

10.3      Asset  Purchase  Agreement  dated  May 13,  1996  among  the  Company,
          COMFORCE  Technical  Services,  Inc.,  RRA, Inc.,  Raphael Rashkin and
          Stanley Rashkin.

10.4      Letter  Agreement dated May 6, 1996 amending Asset Purchase  Agreement
          dated May 13, 1996 among the  Company,  COMFORCE  Technical  Services,
          Inc., RRA, Inc., Raphael Rashkin and Stanley Rashkin.

10.5      Letter  Agreement  dated April 19, 1996 among CTS  Acquisition  Co. I,
          COMFORCE Technical Services, Inc., Project Staffing Support Team, Inc.
          and RRA, Inc.

10.6      Purchase Agreement among COMFORCE Global,  Williams and Bruce Anderson
          (filed as an exhibit to the Company's Current Report on Form 8-K dated
          March 13, 1996 and incorporated herein by reference).

10.7      Loan Agreement  among COMFORCE  Global and The Chase  Manhattan  Bank,
          N.A. (filed as an exhibit to the Company's  Current Report on Form 8-K
          dated March 13, 1996 and incorporated herein by reference).

11.1      Computation  of  Earnings  (Loss)  Per Share and  Equivalent  Share of
          Common  Stock.

(b)       Reports on Form 8-K.

                  On January 11,  1996,  the Company  filed a Current  Report on
                  Form 8-K to report that the Company had entered  into  letters
                  of intent to acquire RRA and Williams.

                  On February 6, 1996, the Company filed an Amendment to Current
                  Report on 8-K/A (amending its Current Report on Form 8-K filed
                  October  31,  1995)  to  include  the   historical   financial
                  statements  for,  and the pro forma  financial  statements  to
                  reflect the acquisition of,  COMFORCE  Global,  as required by
                  the Commission's rules.

                  On March 13, 1996,  the Company filed a Current Report on Form
                  8-K to report the consummation of the Williams acquisition and
                  the Company's  obtaining  certain  revolving  credit financing
                  with The Chase Manhattan Bank, N.A.


<PAGE>


                                   SIGNATURES





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunder duly authorized.



                                               COMFORCE CORPORATION


                                               By: /s/ Andrew Reiben
                                                  -------------------------
                                                       Andrew Reiben,
                                                   Chief Financial Officer

         Dated: May 16, 1996


                                                                     EXHIBIT 3.1


                           CERTIFICATE OF DESIGNATIONS

                                       of


                   SERIES D SENIOR CONVERTIBLE PREFERRED STOCK

                                       of

                              COMFORCE CORPORATION

                           (Pursuant to Section 151 of
                      the Delaware General Corporation Law)


         COMFORCE  Corporation,  a corporation duly organized and existing under
and by virtue of the laws of the State of Delaware (the  "Corporation"),  HEREBY
CERTIFIES THAT the following Resolution was adopted by the Board of Directors of
the Corporation as required by Section 151 of the General Corporation Law of the
State of  Delaware  and  pursuant  to  authority  expressly  vested in it by the
provisions of its  Certificate of  Incorporation,  as amended,  at a duly called
meeting  of its Board of  Directors  held on May 6,  1996 at which a quorum  was
present:

         RESOLVED,  that pursuant to the authority  granted to and vested in the
Board of Directors of the  Corporation in accordance  with the provisions of the
Certificate of Incorporation,  as amended, the Board of Directors hereby creates
a series of Preferred  Stock,  par value $0.01 per share, of the Corporation and
hereby states the designations and authorized number of shares of such Preferred
Stock, and fixes the relative rights,  preferences,  and limitations thereof, as
follows:

                  Series D Senior Convertible Preferred Stock:

          Section 1. Designation and Amount.  The shares of such series shall be
designated  as "Series D Senior  Convertible  Preferred  Stock"  (the  "Series D
Preferred  Stock") and the number of shares  constituting the Series D Preferred
Stock shall be Fifteen Thousand (15,000). Such number of shares may be increased
or decreased by resolution of the Board of Directors; provided, that no decrease
shall  reduce the number of shares of Series D Preferred  Stock to a number less
than the number of shares then  outstanding  plus the number of shares  reserved
for issuance upon the exercise of outstanding  options,  rights,  or warrants or
upon the  conversion of any  outstanding  securities  issued by the  Corporation
convertible into Series D Preferred Stock.
<PAGE>


                  Section 2. Dividends and Distributions.


         (A) The holders of shares of Series D Preferred Stock, in preference to
the holders of Common Stock, par value $0.01 per share (the "Common Stock"),  of
the  Corporation,  of any  other  series of stock  that has  shares  issued  and
outstanding  on the date this  Certificate  of  Designations  is filed  with the
Secretary of State of Delaware and of any other junior stock,  shall be entitled
to receive, out of funds legally available for the purpose,  quarterly dividends
payable in cash on the first day of February,  May, August, and November in each
year (each such date being referred to herein as a "Quarterly  Dividend  Payment
Date"),  commencing  on the first  Quarterly  Dividend  Payment Date (the "First
Dividend  Payment Date") after the date (the "First Issuance Date") of the first
issuance of a share or fraction  of a share of Series D Preferred  Stock,  in an
amount per share equal to Fifteen Dollars ($15.00).


         (B)  Dividends  shall  be  cumulative  and  shall  begin to  accrue  on
outstanding  shares of Series D  Preferred  Stock  from the  Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders of shares of Series D  Preferred  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series D Preferred  Stock in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of holders of shares of Series D  Preferred
Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

         Section 3. Voting  Rights.  The holders of shares of Series D Preferred
Stock shall have no voting rights  whatsoever  except as otherwise  specifically
provided by the General Corporation Law of the State of Delaware.

         Section 4.  Certain Restrictions.

         (A) Whenever  quarterly  dividends or other dividends or  distributions
payable on the Series D Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared,  on shares of Series D Preferred Stock  outstanding  shall have
been paid in full, the Corporation shall not:

                           (i)  declare  or pay  dividends,  or make  any  other
         distributions,  on any  shares of stock  ranking  junior  (either as to
         dividends  or upon  liquidation,  dissolution,  or  winding  up) to the
         Series D Preferred Stock; provided that the Corporation may at any time
         declare or pay  dividends on any such junior stock payable in shares of
<PAGE>

         any stock of the  Corporation  ranking junior (as to dividends and upon
         dissolution,  liquidation,  or winding  up) to the  Series D  Preferred
         Stock; or

                           (ii)  redeem or  purchase  or  otherwise  acquire for
         consideration  shares  of  any  stock  ranking  junior  (either  as  to
         dividends  or upon  liquidation,  dissolution,  or  winding  up) to the
         Series D Preferred Stock; provided that the Corporation may at any time
         redeem,  purchase, or otherwise acquire shares of any such junior stock
         in exchange for shares of any stock of the  Corporation  ranking junior
         (as to dividends and upon dissolution,  liquidation,  or winding up) to
         the Series D Preferred Stock.

         (B) The Corporation  shall not permit any subsidiary of the Corporation
to purchase or otherwise  acquire for  consideration  any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

         Section 5.  Reacquired  Shares.  Any shares of Series D Preferred Stock
purchased or otherwise  acquired by the Corporation in any manner  whatsoever or
converted into Common Stock in accordance with this  Certificate of Designations
shall be retired and cancelled promptly after the acquisition  thereof. All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating a series of Preferred  Stock, par value $0.01 per share, or any similar
stock or as otherwise required by law.

         Section  6.   Liquidation,   Dissolution,   or  Winding  Up.  Upon  any
liquidation,  dissolution,  or winding up of the  Corporation,  no  distribution
shall be made to the holder of shares of Common  Stock,  of any other  series of
stock that has shares issued and  outstanding  on the date this  Certificate  of
Designations  is filed with the  Secretary of State of Delaware and of any other
stock  ranking  junior  (upon  liquidation,  dissolution,  or winding up) to the
Series D Preferred Stock unless,  prior thereto, the holders of shares of Series
D Preferred  Stock shall have received One Thousand  Dollars  ($1,000) per share
(the "Liquidation  Value"), plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment.
If upon such  liquidation,  dissolution  or  winding up of the  Corporation  the
amount available for distribution to the holders of the Series D Preferred Stock
shall be  insufficient  to permit  the  payment  in full to such  holders of the
amounts to which they are  otherwise  entitled,  then such amount  shall be paid
ratably  among the shares of Series D Preferred  Stock.  Written  notice of such
liquidation,  dissolution  or winding up,  stating a payment date, the amount of
the payments to be made with respect to a share of Series D Preferred  Stock and
the place where said payments shall be payable,  shall be given by mail, postage
prepaid,  not less  than  Twenty  (20) days  prior to the  payment  date  stated
therein,  to the holders of record of the Series D Preferred Stock,  such notice
to be  addressed  to each such  holder at the  holder's  address as shown in the
records of the Corporation.


         Section 7. Redemption. The shares of Series D Preferred Stock shall not
be redeemable.
<PAGE>

         Section 8.  Conversion.

                  (A) Optional  Conversion By Holder.  Each holder of a share of
Series D Preferred Stock shall have the right,  at the option of the holder,  at
any time and from time to time,  to  convert  such  share  into  fully  paid and
nonassessable shares of Common Stock, based on the Conversion Price as described
herein. In order for a holder of a share of Series D Preferred Stock to exercise
the conversion  option granted by this  subsection with respect to any shares of
Series D Preferred  Stock, the holder thereof shall surrender the certificate or
certificates  therefor to the Corporation,  duly endorsed in blank for transfer,
accompanied by a written notice of the election to convert such shares of Series
D  Preferred  Stock  or a  portion  thereof  executed  on  such  form  as may be
prescribed from time to time by the Corporation.

                  (B) Optional Conversion by the Corporation.  At any time after
the first  anniversary of the First Issuance Date, the  Corporation  may convert
all of shares of Series D Preferred Stock then outstanding into shares of Common
Stock based on the Conversion  Price as described  herein.  Notwithstanding  the
foregoing, the Corporation shall not have any right to convert shares under this
subsection unless during a period of at least twenty  consecutive days occurring
prior to the date notice of the  conversion is given,  the closing sale price of
shares of Common Stock has been on each such day equal to or greater than Twenty
Dollars  ($20) per  share,  based on the price as quoted on the  American  Stock
Exchange,  or if the Common Stock is not listed on such  exchange,  on any other
exchange  or the NASDAQ  National  Market  System on which the  Common  Stock is
listed.

                  (C)  Automatic  Conversion.  Each share of Series D  Preferred
Stock  outstanding  on the fifth  anniversary  of the First  Issuance Date shall
automatically,  with no further action on the part of the holders thereof or the
Corporation,  be converted  into and become Common Stock based on the Conversion
Price as described herein.

                  (D) Mechanics of Conversion by the  Corporation  and Automatic
Conversion.  In the event (i) the Corporation exercises its right to convert the
shares of  Series D  Preferred  Stock  into  shares of Common  Stock or (ii) the
shares of Series D Preferred  Stock are  automatically  converted into shares of
Common Stock,  written  notice (the  "Conversion  Notice") shall be given by the
Corporation by mail, postage prepaid,  to each holder of record (at the close of
business on the  business  day next  preceding  the day on which the  Conversion
Notice is given) of shares of Series D Preferred  Stock notifying such holder of
the  conversion  and  specifying the number of shares of Common Stock into which
each share of Series D Preferred Stock has been  converted,  the place where the
certificates  evidencing  shares of Series D Preferred Stock should be delivered
and the  procedures  that should be followed in delivering the  certificates  so
that certificates  evidencing the shares of Common Stock into which the Series D
Preferred Stock has been converted will be issued to such holder. The Conversion
Notice shall be addressed to each holder at the holder's address as shown by the
records of the Corporation.  From and after the time that the shares of Series D
Preferred  Stock are so  converted  into  shares of Common  Stock,  certificates
evidencing the shares of Series D Preferred  Stock,  until they are delivered to
the Corporation in accordance with the  instructions set forth in the Conversion
Notice,  shall  evidence  the  shares of Common  Stock  into which the shares of
Series D Preferred Stock have been  converted.  Following any such conversion of
the  shares of Series D  Preferred  Stock  into  shares  of  Common  Stock,  the
Corporation shall not issue any more shares of Series D Preferred Stock.

                  (E) Conversion  Price.  All shares of Series D Preferred Stock
converted  hereunder  shall be converted into a number of shares of Common Stock
that is equal to the  quotient  of (i) the  Liquidation  Value of the  shares of
Series D Preferred  Stock  converted and (ii) the Conversion  Price,  subject to
adjustment for fractional shares as provided below. The initial Conversion Price
under this  Certificate of  Designations  shall be Twelve  Dollars ($12),  which
price shall be subject to  adjustment  as set forth below.  For purposes of this
Section,  to the  extent  that the  Corporation  does not at its  option  within
fifteen  (15)  days  after  shares  of Series D  Preferred  Stock are  converted
hereunder,  pay any accrued and unpaid dividends with respect to those shares of
Series D Preferred  Stock,  whether or not declared,  the amount of such accrued
and  unpaid  dividends  shall  be  added  to and be  deemed  to be a part of the
Liquidation Value of those shares.

                  (F) Issuance of Shares of Common Stock upon  Conversion.  Upon
any conversion of shares of Series D Preferred  Stock as provided above, as soon
as practicable after the surrender of the certificates evidencing the shares and
after compliance with all other  procedures  relating  thereto,  the Corporation
shall  cause to be issued  and  delivered,  at its  office or the  office of its
transfer  agent,  to or on the  order of the  holder  of the  certificates  thus
surrendered,  a  certificate  or  certificates  for the number of full shares of
Common Stock  issuable upon the  conversion of such shares of Series D Preferred
Stock and, with respect to any fraction of a share otherwise  issuable upon such
conversion,  a dollar amount for such fraction of a share  calculated based on a
per share value of Twelve Dollars ($12) per share.  Except as otherwise provided
in subsection (D) of this Section,  such conversion shall be deemed to have been
effected  on the date on which  the  certificate  for such  shares  of  Series D
Preferred Stock have been  surrendered and all other actions  required to effect
such  conversion in accordance  with the terms set forth herein have been taken,
and the  person in whose  name any  certificate  or  certificates  for shares of
common stock are issuable upon such conversion shall be deemed to have become on
such  date the  holder of record  of the  shares  of  Common  Stock  represented
thereby.

                  (G) Stock Dividends,  etc. In the event the Corporation shall,
at any time  prior to the  conversion  of all  outstanding  shares  of  Series D
Preferred  Stock,  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of Common Stock,  then in each such case the  Conversion  Price
shall be  adjusted  effective  at the  time of such  event  by  multiplying  the
Conversion Price in effect  immediately  prior to such event by a fraction,  the
denominator  of which is the  number  of  shares  of  Common  Stock  outstanding
immediately  after such event and the numerator of which is the number of shares
of Common  Stock that were  outstanding  immediately  prior to such  event.  The
Corporation  shall give the holders of record of Series D Preferred Stock notice
of any  such  adjustment  to the  Conversion  Price by  mail,  postage  prepaid,
addressed to each such holder at the holder's address as shown by the records of
the Corporation.
                  (H) Other  Adjustments.  If at any time after the date  hereof
the Corporation shall, through merger or consolidation or otherwise,  change its
shares  of  Common  Stock  into  different  securities  or  property,  then  the
Conversion  Price per share and the other terms of conversion shall be equitably
adjusted in such manner,  or such other equitable  adjustments shall be made, as
the Board of Directors in its sole discretion determines to be appropriate.  The
Corporation  shall give the  holders of record of the Series D  Preferred  Stock
written  notice of any such  adjustments  made by the Board of Directors,  which
notice shall be given by mail, postage prepaid, addressed to each such holder at
the holder's address as shown by the records of the Corporation.

         IN WITNESS WHEREOF,  COMFORCE Corporation has caused its corporate seal
to be  hereunder  affixed and this  certificate  to be executed on behalf of the
Corporation by its President and its Secretary this 7th day of May, 1996.

                                     COMFORCE CORPORATION


                                     By:____________________________
                                              President

SEAL
                                     By:____________________________
                                              Secretary



                            
                                                                     EXHIBIT 3.2


                           CERTIFICATE OF DESIGNATIONS

                                       of

               SERIES E CONVERTIBLE PARTICIPATING PREFERRED STOCK

                                       of

                              COMFORCE CORPORATION

                           (Pursuant to Section 151 of
                      the Delaware General Corporation Law)


         Comforce  Corporation,  a corporation duly organized and existing under
and by virtue  of the laws of the  State of  Delaware  (the  "Company"),  HEREBY
CERTIFIES THAT the following Resolution was adopted by the Board of Directors of
the Company as required  by Section  151 of the General  Corporation  Law of the
State of  Delaware  and  pursuant  to  authority  expressly  vested in it by the
provisions  of its  Certificate  of  Incorporation,  as amended,  by a unanimous
written consent executed as of April 26, 1996:

         RESOLVED,  that pursuant to the authority  granted to and vested in the
Board of  Directors  of the Company in  accordance  with the  provisions  of the
Certificate of Incorporation,  as amended, the Board of Directors hereby creates
a series of  Preferred  Stock,  par value  $0.01 per share,  of the  Company and
hereby states the designation and authorized  number of shares of such Preferred
Stock, and fixes the relative rights,  preferences,  and limitations thereof, as
follows:

         Series E Convertible  Participating Preferred Stock:

          Section 1. Designation and Amount.  The shares of such series shall be
designated as "Series E Convertible  Participating Preferred Stock" (the "Series
E Preferred Stock") and the number of shares constituting the Series E Preferred
Stock shall be 10,000.  Such number of shares may be  increased  or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series E  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of outstanding  options,  rights, or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible into Series E Preferred Stock.
<PAGE>


         Section 2. Dividends and Distributions.

                  (A)  Subject to the rights of the holders of any shares of any
         other  series of  Preferred  Stock,  par value $0.01 per share,  of the
         Corporation  (or any similar  stock)  ranking prior and superior to the
         Series E  Preferred  Stock with  respect to  dividends,  the holders of
         shares of Series E Preferred  Stock,  in  preference  to the holders of
         Common Stock,  par value $0.01 per share (the "Common  Stock"),  of the
         Corporation,  and of any  other  junior  stock,  shall be  entitled  to
         receive,  when,  as and if  declared by the Board of  Directors  out of
         funds legally available for the purpose, quarterly dividends payable in
         cash on the first day of March, June,  September,  and December in each
         year (each such date being referred to herein as a "Quarterly  Dividend
         Payment Date"), commencing on the first Quarterly Dividend Payment Date
         after the first  issuance of a share or fraction of a share of Series E
         Preferred  Stock,  in an amount per share (rounded to the nearest cent)
         equal to the  greater of (i) $1 or (ii)  subject to the  provision  for
         adjustment  hereinafter  set forth,  100 times the  aggregate per share
         amount of all cash  dividends,  and 100 times the  aggregate  per share
         amount   (payable  in  kind)  of  all   non-cash   dividends  or  other
         distributions,  other than a dividend payable in shares of Common Stock
         or a  subdivision  of  the  outstanding  shares  of  Common  Stock  (by
         reclassification or otherwise),  declared on the Common Stock since the
         immediately  preceding Quarterly Dividend Payment Date or, with respect
         to the first Quarterly  Dividend Payment Date, since the first issuance
         of any share or fraction of a share of Series E Preferred Stock. In the
         event the Corporation  shall at any time declare or pay any dividend on
         the  Common  Stock  payable  in  shares of  Common  Stock,  or effect a
         subdivision or combination or consolidation  of the outstanding  shares
         of Common Stock (by  reclassification or otherwise than by payment of a
         dividend in shares of Common  Stock) into a greater or lesser number of
         shares of  Common  Stock,  then in each  such case the  amount to which
         holders of shares of Series E Preferred Stock were entitled immediately
         prior to such event under clause (ii) of the preceding  sentence  shall
         be adjusted by multiplying such amount by a fraction,  the numerator of
         which is the number of shares of Common Stock  outstanding  immediately
         after such event and the  denominator  of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

                  (B) The  Corporation  shall declare a dividend or distribution
         on the Series E Preferred  Stock as provided in  paragraph  (A) of this
         Section immediately after it declares a dividend or distribution on the
         Common Stock (other than a dividend payable in shares of Common Stock);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common  Stock during the period  between any  Quarterly
         Dividend  Payment  Date  and the  next  subsequent  Quarterly  Dividend
         Payment  Date,  a dividend  of $1 per share on the  Series E  Preferred
         Stock  shall  nevertheless  be  payable  on such  subsequent  Quarterly
         Dividend Payment Date.

                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
         outstanding  shares  of Series E  Preferred  Stock  from the  Quarterly
         Dividend  Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly  Dividend  Payment Date, in which case dividends on
         such  shares  shall  begin  to  accrue  from  the date of issue of such
         shares,  or unless the date of issue is a  Quarterly  Dividend  Payment
         Date or is a date  after  the  record  date  for the  determination  of
         holders of shares of Series E  Preferred  Stock  entitled  to receive a
         quarterly  dividend and before such Quarterly Dividend Payment Date, in
         either of which  events  such  dividends  shall  begin to accrue and be
         cumulative  from such  Quarterly  Dividend  Payment  Date.  Accrued but
         unpaid dividends shall not bear interest.  Dividends paid on the shares
         of Series E Preferred  Stock in an amount less than the total amount of
         such  dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a  share-by-share  basis among all such shares at
         the time  outstanding.  Notwithstanding  the  foregoing,  if  shares of
         Series E Preferred  Stock are converted  into shares of Common Stock of
         the Corporation  before the second  Quarterly  Dividend Payment Date to
         occur after the first issuance of a share or fractional share of Series
         E Preferred Stock, then no dividends shall be deemed to have accrued or
         be payable  with  respect to the Series E  Preferred  Stock  other than
         dividends that are determined based on the amount of dividends or other
         distributions  declared or paid with respect to the Common  Stock.  The
         Board of  Directors  may fix a record  date  for the  determination  of
         holders  of shares of Series E  Preferred  Stock  entitled  to  receive
         payment of a dividend or distribution  declared  thereon,  which record
         date  shall be not more  than 60 days  prior to the date  fixed for the
         payment thereof.

         Section 3. Voting  Rights.  The holders of shares of Series E Preferred
Stock shall have the following voting rights:

              (A) Subject to the provision for adjustment hereinafter set forth,
         each share of Series E Preferred Stock shall entitle the holder thereof
         to 100 votes on all matters  submitted to a vote of the stockholders of
         the Corporation. In the event the Corporation shall at any time declare
         or pay any  dividend  on the Common  Stock  payable in shares of Common
         Stock, or effect a subdivision or combination or  consolidation  of the
         outstanding  shares of Common Stock (by  reclassification  or otherwise
         than by payment of a dividend in shares of Common Stock) into a greater
         or lesser number of shares of Common Stock,  then in each such case the
         number  of votes  per  share to which  holders  of  shares  of Series E
         Preferred Stock were entitled  immediately prior to such event shall be
         adjusted by  multiplying  such number by a fraction,  the  numerator of
         which is the number of shares of Common Stock  outstanding  immediately
         after such event and the  denominator  of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

              (B) Except as otherwise  provided herein, in any other Certificate
         of Designations  creating a series of Preferred  Stock, par value $0.01
         per share,  or any similar  stock,  or by law, the holders of shares of
         Series E Preferred  Stock and the holders of shares of Common Stock and
         any other capital stock of the Corporation having general voting rights
         shall vote together as one class on all matters  submitted to a vote of
         stockholders of the Corporation.

              (C) Except as set forth herein,  or as otherwise  provided by law,
         holders of Series E Preferred Stock shall have no special voting rights
         and their consent shall not be required  (except to the extent they are
         entitled to vote with holders of Common Stock as set forth  herein) for
         taking any corporate action.

         Section 4.  Certain Restrictions.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
         distributions  payable on the Series E  Preferred  Stock as provided in
         Section 2 are in arrears,  thereafter  and until all accrued and unpaid
         dividends  and  distributions,  whether or not  declared,  on shares of
         Series E Preferred Stock  outstanding shall have been paid in full, the
         Corporation shall not:

                           (i)  declare  or pay  dividends,  or make  any  other
         distributions,  on any  shares of stock  ranking  junior  (either as to
         dividends  or upon  liquidation,  dissolution,  or  winding  up) to the
         Series E Preferred Stock;

                           (ii)  declare  or pay  dividends,  or make any  other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends  or upon  liquidation,  dissolution,  or winding up) with the
         Series E Preferred Stock, except dividends paid ratably on the Series E
         Preferred  Stock  and all such  parity  stock on  which  dividends  are
         payable or in arrears in  proportion  to the total amounts to which the
         holders of all such shares are then entitled;

                           (iii)  redeem or  purchase or  otherwise  acquire for
         consideration  shares  of  any  stock  ranking  junior  (either  as  to
         dividends  or upon  liquidation,  dissolution,  or  winding  up) to the
         Series E Preferred Stock, provided that the Corporation may at any time
         redeem,  purchase, or otherwise acquire shares of any such junior stock
         in exchange for shares of any stock of the  Corporation  ranking junior
         (either as to dividends or upon  dissolution,  liquidation,  or winding
         up) to the Series E Preferred Stock; or

                           (iv)  redeem or  purchase  or  otherwise  acquire for
         consideration  any shares of Series E Preferred Stock, or any shares of
         stock ranking on a parity with the Series E Preferred Stock,  except in
         accordance  with a purchase offer made in writing or by publication (as
         determined  by the Board of  Directors)  to all  holders of such shares
         upon such terms as the Board of Directors,  after  consideration of the
         respective   annual  dividend  rates  and  other  relative  rights  and
         preferences of the respective  series and classes,  shall  determine in
         good  faith  will  result  in fair and  equitable  treatment  among the
         respective series or classes.

                  (B) The  Corporation  shall not permit any  subsidiary  of the
         Corporation  to purchase or  otherwise  acquire for  consideration  any
         shares of stock of the Corporation  unless the Corporation could, under
         paragraph  (A) of this Section 4,  purchase or  otherwise  acquire such
         shares at such time and in such manner.

         Section 5.  Reacquired  Shares.  Any shares of Series E Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and cancelled promptly after the acquisition  thereof. All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating a series of Preferred  Stock, par value $0.01 per share, or any similar
stock or as otherwise require by law.

         Section  6.   Liquidation,   Dissolution,   or  Winding  Up.  Upon  any
liquidation,  dissolution,  or winding up of the  Corporation,  no  distribution
shall be made (A) to the holder of shares of stock ranking  junior (either as to
dividends  or upon  liquidation,  dissolution,  or  winding  up) to the Series E
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series E
Preferred  Stock shall have received the greater of (i) $100 per share,  plus an
amount equal to accrued and unpaid dividends and distributions thereon,  whether
or not declared,  to the date of such payment,  or (ii) an aggregate  amount per
share,  subject to the provision for adjustment  hereinafter set forth, equal to
100 times the aggregate  amount to be distributed per share to holders of shares
of Common  Stock,  or (B) to the holders of shares of stock  ranking on a parity
(either as to dividends or upon  liquidation,  dissolution,  or winding up) with
the Series E Preferred Stock, except  distributions made ratably on the Series E
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution,  or  winding  up. In the event  the  Corporation  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the aggregate amount to which
holders of shares of Series E Preferred Stock were entitled under clause (A)(ii)
of the first sentence of this Section  immediately  prior to such event shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

         Section 7.  Consolidation,  Merger,  etc. In case the Corporation shall
enter into any consolidation, merger, combination, or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities, cash, and/or any other property, then in any such case each share of
Series E  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash,  and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series E  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

         Section 8.  Redemption The shares of Series E Preferred Stock shall not
be redeemable.

         Section 9. Rank. Unless otherwise  provided in the rights , preferences
and limitations of any other series of the  Corporation's  Preferred  Stock, par
value $0.01 per share,  the Series E Preferred Stock shall rank, with respect to
the payment of dividends  and the  distribution  of assets,  junior to all other
series of the Corporation's Preferred Stock, par value $0.01 per share.

         Section 10.  Conversion  Each  outstanding  share of Series E Preferred
Stock  shall  automatically,  with no further  action on the part of the holders
thereof,  be converted into and become,  subject to the provision for adjustment
hereinafter set forth,  one hundred (100) shares of Common Stock on the date (A)
the  Certificate  of  Incorporation  of the  Corporation  is amended so that the
Corporation has a sufficient  number of authorized and unissued shares of Common
Stock to effect such  conversion  with  respect to all of the shares of Series E
Preferred Stock  outstanding after the initial issuance of such shares and prior
to such  conversion  and (B) all  accrued and unpaid  dividends  on the Series E
Preferred  Stock have been paid in full. In the event the  Corporation  shall at
any time  prior to such  conversion  declare or pay any  dividend  on the Common
Stock payable in shares of Common Stock,  or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by  reclassification
or  otherwise  than by payment of a dividend  in shares of Common  Stock) into a
greater or lesser number of shares of Common  Stock,  then in each such case the
number of shares of Common Stock into which a share of Series E Preferred  Stock
is convertible  pursuant to this Section shall be adjusted effective at the time
of such event by multiplying the number of shares into which a share of Series E
Preferred  Stock is convertible  immediately  prior to such event by a fraction,
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

         11. Conversion Mechanics.  Following conversion of the shares of Series
E Preferred Stock into shares of Common Stock,  written notice (the  "Conversion
Notice") shall be given by the Company by mail, postage prepaid,  to each holder
of record (at the close of business on the business day next  preceding  the day
on which the Conversion  Notice is given) of shares of Series E Preferred  Stock
notifying  such holder of the  conversion and specifying the number of shares of
Common  Stock  into  which  each  share of  Series E  Preferred  Stock  has been
converted,  the  place  where  the  certificates  evidencing  shares of Series E
Preferred  Stock should be delivered and the procedures  that should be followed
in delivering the  certificates  so that  certificates  evidencing the shares of
Common Stock into the Series E Preferred Stock has been converted will be issued
to such holder.  The Conversion  Notice shall be addressed to each holder at the
holder's address as shown by the records of the Company. From and after the time
that the shares of Series E Preferred  Stock are converted into shares of Common
Stock,  certificates  evidencing the shares of Series E Preferred  Stock,  until
they are delivered to the  Corporation in accordance with the  instructions  set
forth in the Conversion  Notice,  shall evidence the shares of Common Stock into
which the  shares of Series E  Preferred  Stock have been  converted.  Following
conversion  of the  shares of Series E  Preferred  Stock  into  shares of Common
Stock,  the  Corporation  shall not issue any more  shares of Series E Preferred
Stock.

         WITNESS WHEREOF,  Comforce Corporation has caused its corporate seal to
be  hereunder  affixed  and this  certificate  to be  executed  on behalf of the
Corporation by its President and its Secretary this 26th day of April, 1996.

                                            COMFORCE CORPORATION


                         By:____________________________
                                                              President

SEAL
                         By:____________________________
                                                              Secretary





                                                                    EXHIBIT 10.1


                            STOCK PURCHASE AGREEMENT
                                      PSST


                  STOCK PURCHASE  AGREEMENT,  dated effective as of the 13th day
of May 1996, by and among COMFORCE TECHNICAL SERVICES, INC. hereinafter referred
to as the  "Purchaser"),  a Delaware  corporation,  with its principal office at
2001 Marcus Avenue, Lake Success, NY 11042; COMFORCE CORPORATION  ("Parent"),  a
Delaware  corporation,  with its principal  office at 2001 Marcus  Avenue,  Lake
Success,  NY 10042;  PROJECT STAFFING SUPPORT TEAM, INC., an Arizona corporation
(the  "Company"),  with offices located at 1858 E. Southern  Avenue,  Suite 102,
Tempe,  Arizona 85282;  RAPHAEL  RASHKIN,  an individual  residing at 117 Harbor
Lane, West Bayshore,  NY 11706 ("R.  Rashkin") and STANLEY RASHKIN ("S. Rashkin"
or "Stockholder"), residing at 2079 East LaVieve, Tempe, AZ 85284.
                  WHEREAS,  the  Stockholder  desires to sell and the  Purchaser
desires to acquire all of the issued and  outstanding  stock of Stockholder  for
the  purchase  price  hereinafter  described  and upon the terms and  conditions
hereinafter set forth;
                  NOW,  THEREFORE,  in  consideration  of such  sale  and of the
foregoing and of the mutual agreements hereinafter set forth, the parties hereto
do hereby agree as follows:
                                    ARTICLE 1
                                   DEFINITIONS

         1.1 Certain  Definitions.  In addition to the terms defined  throughout
this  Agreement  (as  defined),  the  following  terms shall have the  following
meanings  (such  meanings to be equally  applicable  to the  singular and plural
forms thereof):

         "Affiliate"  means any other  Person  which,  directly  or  indirectly,
controls or is  controlled  by or is under common  control with such Person and,
without limiting the generality of the foregoing,  includes (i) any Person which
beneficially owns or holds 25% or more of any class of voting securities of such
Person or 25% or more of the equity interest in such Person,  (ii) any Person of
which such Person  beneficially owns or holds 25% or more of any class of voting
securities or in which such Person beneficially owns or holds 25% or more of the
equity  interest in such Person and (iii) any  director,  officer or employee of
such Person. For the purposes of this definition, the term "control" (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with"),  as used with respect to any Person,  means the possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of such Person,  whether through the ownership of voting  securities or
by contract or otherwise.

         "Agreement" means this Agreement together with all exhibits, schedules,
supplements and documents as may be attached  hereto or  incorporated  herein by
reference and the letter agreement dated April 19, 1996 between  Purchaser,  the
Company, CTS Acquisition Co. I, DTS and RRA (the "Letter Agreement").

         "Assets"  means all of the  following  assets  other than the  Excluded
Assets of the  Company  to the extent the same are  utilized  by the  Company in
connection  with the  operation of the Business as of the date hereof  and/or at
any time prior to Closing:

              (a) "General  Intangibles"  - (i) all Company's  right,  title and
interest in the names "Datatech Technical Services, Inc.", "RRA, Inc.", "Project
Staffing Support Team, Inc.",  "PSST", any similar names, and, all the Company's
right,  title  and  interest  in and to  utilize  any and  all of the  following
associated with, arising out of, relating to or utilized, as of the date hereof,
in  connection  with  the  Business:  any  and  all  trade  names,   trademarks,
copyrights, service marks, logos and slogans (including, without limitation, all
registrations,  filings and  certificates  and the sole and exclusive  rights to
file and/or prosecute any such  registrations,  filings and  certificates),  and
(ii) all the Company's right, title and interest in computer software, programs,
know-how, trade secrets and data bases used in the Business.

              (b)  "Customer  Materials"  -  any  and  all  agreements,  orders,
requirements and inquiries from or with past,  current or prospective  customers
arising out of or relating to the operation of the Business,  including  without
limitation, the contracts listed on Exhibit "C" "Contracts") and all work orders
issued pursuant thereto, and all rights of Company thereunder.

         (c) "Employee Materials" - all information,  in whatever medium that it
be  manifested,  depicted,  stored or presented  including,  but not limited to,
paper,  hardcopy,  computer disks, tapes and databases,  with respect to Company
              Employees whose services are now provided or have been provided or
are to be
provided to  Customers,  and all rights of Company in such  information  and all
rights and  remedies of the Company  with  respect to  providing  to current and
future customers the future services of Company Employees.
              (d) "Real  Property"  - those  leasehold  interests  described  on
Exhibit "A"
annexed hereto and made a part hereof.

              (e)  "Records"  - the  originals  or  certified  copies  of  those
Business or financial records of the Company, evidencing the Customer Materials,
Employee  Materials,  General  Intangibles,  Equipment and/or Company Employees,
including without limitation:  (i) all files and records pertinent,  relevant or
in any way connected with the performance of services under the Contracts;  (ii)
all sales records and Customer  listings dealing with or pertaining to former or
prospective Customers, including but not necessarily limited to records of sales
calls and follow-ups  previously  made in connection  with the  solicitation  of
Business;  (iii) all  personnel  files  relating to Company  Employees  wherever
located,  in whatever form in which they exist and whatever medium maintained or
stored,  including but not necessarily  limited to all payroll  records,  resume
files  maintained by Company  including those with respect to Company  Employees
currently  assigned to Customers and those being  maintained for possible future
use by Company in the  performance  and  conduct of its  Business,  all  payroll
records,  and year-to-date  earning statements and reports; and the originals of
all permits, licenses,  consents,  authorizations and/or permissions for or with
respect to the Business;

              (f) "Equipment" - all of the tangible  personal  property utilized
by the Company,  including without limitation,  the office furniture,  fixtures,
supplies, brochures, sales material, computer equipment, and any other equipment
owned by the  Company  wherever  located,  as set forth on Exhibit  "B"  annexed
hereto and made a part hereof.

              (g) "Vendor  Contracts" - all contracts (other than the Contracts)
pursuant to which Company is furnished goods or services.

         "Billable  Employees" means Company Employees who are as of the Closing
Date on  assignment  to  Company's  Customers  for whom a direct  charge  to the
Customer is made.

         "Business" means providing one or more of a wide range of technical and
consulting services to customers through the use of personnel, including without
limitation  qualified  designers,  drafters,  engineers,  computer  programmers,
systems  analysts,  technicians,  which personnel are generally  utilized by the
customers  on a  temporary,  project  or peak  period  basis.  Primary  lines of
Business activity include information technology, design, drafting, engineering,
and  technical  staff  augmentation  services.  The Business  also  includes the
assumption of staffing of an entire department, service center or discipline and
providing human resource and other  administrative  services to a customer for a
fee.

         "Closing" means the consummation of the within  transactions  including
the  execution  and  delivery  of  all  documents,  certificates,   resolutions,
assignments and opinions contemplated in this Agreement.
   
         "Closing Date" means the established  date for the Closing,  which date
shall be May 10, 1996 effective 12:00 a.m. on May 13, 1996 or such other date as
shall be agreed upon by the parties in accordance with the Letter Agreement.

         "Combined  Business"  means the Business of  Datatech,  the Business of
PSST and the Business of RRA.

         "Company  Employees"  means  those  persons  whose  services  have been
provided  to  Customers  by the  Company  at any time  during the last 12 months
preceding  the  Closing  Date and for whom a direct  charge has been made to the
Customer.  This  definition  shall not constitute an admission that such persons
are employees of the Company  under any legal theory  ascribing or allocating to
the  Company  responsibility  or  liability  for the acts or  omissions  of such
persons.

         "Contingency  Escrow Agreement" means the Contingency  Escrow Agreement
attached as Exhibit "BB".

         "Customers"  means  those  Persons to which  Company  has made sales or
rendered services during any time 12 months prior to the Closing Date.

         "Employee Benefit Plans" means the employee benefit plans maintained by
Company listed
on Exhibit "W".

         "GAAP" means  generally  accepted  accounting  principles in the United
States of America.  "Indemnity  Escrow  Agreement"  means the  indemnity  Escrow
Agreement attached as Exhibit "X".

         "Medical  Plan"  means  the plan  providing  medical  benefits  for the
Company's employees.

         "PSSTSM  Section 401(k) Plan" means the Section 401(k) Plan  maintained
by the Company.
 
         "Person"  means an  individual,  a  corporation,  a  limited  liability
company, a partnership,  an association, a business trust or any other entity or
organization,  including a government or political  subdivision  or an agency or
instrumentality thereof.

         "Profit"  means the  revenues of the Business  less all costs  directly
associated  with  the  Business  including  but  not  limited  to  the  cost  of
collections,   direct  labor  charges,  fringes,  payroll  deductions,   workers
compensation  insurance,  benefits,  staff  salaries,  bonuses and costs,  rent,
telephone,  insurance,  sales, marketing,  and recruiting costs, other operating
expenses,  legal,  accounting and other  professional fees, charges for reserves
and accruals and interest  charges for financing the billable  employee  payroll
and on-going  business  operations,  but  excluding  (i) any interest or finance
charges  or  other  costs  of any  kind  directly  related  to the  transactions
contemplated  by this  Agreement,  (ii)  charges by a direct or indirect  parent
company of the Purchaser whereby the parent allocates its corporate  overhead to
the Business  (excluding  costs directly related to or incurred on behalf of the
Business),  and (iii) any costs and revenues related to such costs over which S.
Rashkin as  employee  of Parent or an  affiliate  of Parent has no control  (for
example,  without  limitation,  the costs of and the  revenues  from a  contract
required by Parent to be entered  into or an  employee  required by Parent to be
hired),  unless  S.  Rashkin  has been  terminated  for  cause  pursuant  to the
employment agreement attached as Exhibit "G" or has voluntarily resigned without
Purchaser, Parent or Parent's affiliate having breached its employment agreement
with S. Rashkin. Profit shall be calculated on a pre-income tax basis and before
deduction  for  depreciation,  amortization  and  interest  charges  other  than
interest  and  other  charges  associated  with the  financing  of the  Billable
Employee payroll and on-going operations.

         (a) If workers  compensation premium expense or any other cost directly
associated with the Business,  as a percentage of total labor billings,  exceeds
the cost that  would  have been  attainable  by the  Rashkin  Companies  if this
transaction   had  never  occurred  after   accounting  for  injuries  or  other
circumstances  relating  to the  conduct  of the  Business  before  or after the
Closing Date that affect such cost (the "Company's  Historic Cost"), such excess
shall be excluded  for  purposes of  calculating  Profit.  For  purposes of this
section,  Company's Historic Cost shall exclude any excess workers' compensation
premium expense resulting because the current or future experience  modification
factor of any  business  of the  Purchaser  Companies  other  than the  Combined
Business is less favorable than that of the Rashkin Companies.
             
         (b) If any cost  directly  associated  with the  Business  represents a
change in the Business itself as a profit center,  including without  limitation
the  acquisition of a new business from another  business  entity and associated
expenses of the acquired  business or the addition of personnel  not  associated
with additional  revenues such as a central  processing center for all Purchaser
Company operations,  the Rashkin Companies shall have the option to elect either
to include in the  determination of Profit both the revenues and expenses (other
than expenses allocated to the Business on a "head-count" basis) arising from or
in  connection  with the change in the  Business or to exclude both the revenues
and expenses  arising  from or in  connection  with the change in the  Business.
Notwithstanding  the foregoing,  if Purchaser  shall give the Rashkin  Companies
written  notice of any such changes,  the Rashkin  Companies  shall have 30 days
from the  receipt of such  notice to elect in a written  election  delivered  to
Purchaser  whether or not to include  the  revenues  and  expenses in its profit
center for purposes of  calculating  Profit.  Such election shall be binding for
all future  calculations of Profit.  If the Rashkin  Companies fail to make such
election within said time period,  the Rashkin Companies shall be deemed to have
elected to include the revenues  and expenses in their profit  center under this
Agreement,  and the Asset Purchase Agreement between DTS and CTS Acquisition Co.
I and the Asset Purchase Agreement between RRA and Purchaser.

         (c) In determining Profit, accrued liabilities (for example but without
limitation, vacation and sick pay) shall be determined, insofar as GAAP does not
specifically prescribe a methodology, using (i) the same methodologies currently
used by the Rashkin Companies or (ii) the methodology actually used by Purchaser
in its audited financial statements, whichever produces the lesser expense.

         (d) The  calculation of Profit under this  definition is subject to the
dispute resolution  mechanism described in Section 2.2. "Purchase Price" has the
meaning  ascribed in Article 2 of this  Agreement.  "Purchaser"  has the meaning
ascribed thereto in the Preamble.  "Purchaser Company" means Parent,  Purchaser,
and C TS Acquisition Co. I. "Rashkin  Company" shall mean  collectively RRA, Inc
("RRA"), Datatech Technical Services,  Inc.("DTS") and PSST. "Receivables" shall
have the meaning  ascribed in Section  4.1.  "U.S. $ or $" means the currency of
the United States of America

         1.2 Certain Terms.  All references to Articles and Sections  herein are
to the Articles and Sections of this Agreement unless otherwise specified.

                                    ARTICLE 2

                                ACQUISITION PRICE

                  2.1 Upon the  terms  and  subject  to the  conditions  and the
performance of Stockholder's  and Company's  obligations and duties set forth in
this Agreement,  and in consideration for the conveyance,  transfer,  assignment
and  delivery  of all of the  issued  and  outstanding  stock of the  Company to
Purchaser, Stockholder shall receive the following (the "Acquisition Price"):

              (a) An  initial  payment  subject to  adjustment  as  provided  in
Section 2.4  ("Initial  Payment") on the date of Closing of  $1,900,000 in cash,
wire or certified funds (collectively, "Cash") payable to Stockholder.

              (b) In addition  to the Initial  Payment,  the  Stockholder  shall
receive  from  Purchaser  or Parent a portion of the  earnings  of the  Combined
Business  (including  earnings on any  contracts  entered  into by the  Combined
Business after Closing) in each annual period described below, equal to $133,333
per  year as a  contingent  payout  ("Contingent  Payout"),  provided  that  the
Combined  Business earns minimum  (pretax)  Profits of $750,000 from the Closing
Date until  December 31, 1996 (reduced by $93,750.00  for each month after April
28, 1996 or pro rata  portion of such month after April 28 that the Closing Date
occurs)  (first  annual  period) and $850,000 in calendar  year 1997 (the second
annual  period) and in calendar  year 1997 (the third annual  period)  ("Minimum
Profit").  The Contingent Payout for each period shall be deposited by Purchaser
or Parent with the escrow agent under the Contingency  Escrow Agreement,  within
thirty  (30) days after the Minimum  Profit for such  period has been  achieved,
based on the internally  prepared  year-to-date income statement of the Combined
Business.  Under the  Contingency  Escrow  Agreement,  funds  deposited with the
escrow  agent  for  each of the  three  periods  for  which  Minimum  Profit  is
calculated  hereunder shall be disbursed to Stockholder upon confirmation within
sixty (60) days after the end of each  relevant  period that the Minimum  Profit
for the full annual  period has been  achieved as of the end of each such annual
period.  It is  acknowledged  and agreed that forty percent (40%) of the Advance
Payments  as defined in the Letter  Agreement  shall be  allocated  to PSST (the
"Allocated  Amount") and the Contingent  Payout for each period shall be reduced
by one third of the Allocated  Amount.  All other terms of the Letter  Agreement
remain the same and are incorporated herein.

              (c) The  calculation  of  Profit  for each  annual  period  of the
Contingent  Payout  shall stand alone and the Profits and  associated  revenues,
costs,  expenses,  losses,  allocations  and reserves shall not be attributed to
past or future periods nor carried forward or back to another period. Any annual
contingent payment not earned hereunder shall be retained by Purchaser.

              (d) If, for any annual  period,  there is any  material  change in
annualized  interest expense  attributable to debt-financed  accounts receivable
because of a change in the  percentage  of accounts  receivable  of the Business
which are debt financed  (when  compared  with the daily  average  percentage of
debt-financed  accounts  receivable for the one year period  immediately  before
Closing),  then the dollar  increase  or  decrease  in the  annualized  interest
expense  resulting  therefrom (as calculated under the following  sentence) will
either:  (A) be subtracted  from the Minimum Profit in the event of an increase;
or (B) added to the Minimum Profit, in the event of a decrease.
  
              (e) The dollar increase or decrease in annualized interest expense
resulting  from a change  in the  percentage  of  accounts  receivable  that are
debt-financed  will be determined by multiplying the increase or decrease in the
percentage of accounts  receivable that are  debt-financed  by the average daily
borrowing  base for the one year period prior to the Closing.  Exhibit D annexed
hereto sets forth for example purposes only the manner in which said calculation
would be made assuming the Company's  percentage of accounts receivable that are
debt  financed  over the one year period  immediately  before  Closing is thirty
percent (30%).
 
              (f) Subject to the terms of this  Agreement and Section 6(j) of S.
Rashkin's Employment  Agreement with Purchaser,  the Contingent Payments will be
payable without regard to S. Rashkin's continued employment with or R. Rashkin's
continued  service as a consultant to the Purchaser or any Purchaser  Company at
the time the Contingent Payment would otherwise be due and payable.

              (g) Parent and Purchaser shall be jointly and severally  obligated
to pay the Contingent Payout including the deposit of the Contingent Payout with
the Escrow Agent under the Contingency  Escrow  Agreement as provided in Section
2.1(b) above.

                  2.2 Purchaser  shall provide the  Stockholder  with accounting
statements,  in reasonable detail, which will indicate the information necessary
to make the  calculations  referenced  in Section 2.1 above within 45 days after
the end of the respective  annual period,  provided that such information as may
be necessary or appropriate to make the calculations is provided to Parent by S.
Rashkin in his  capacity as President of the  Purchaser in  accordance  with the
Employment  Agreement  between himself and the Purchaser.  The  determination of
Profit and  calculation  of any  pay-out  will be made in  accordance  with GAAP
applied on a consistent basis for all periods before and after the Closing Date.
The  statements  will be deemed  final and correct  unless the  Stockholder,  by
written  notice  within  30 days  from the date of  delivery  of the  accounting
statements,  contests the determination. If the Stockholder does not contest the
accounting  statements  within the 30 day period,  the statements will be deemed
correct and  Stockholder  shall waive all right to contest the  statements.  Any
notice hereunder must specify the reasons for disagreement in reasonable detail.
Upon receipt of any such notice,  if the parties  cannot  settle any disputes or
grievances  relating  to the  calculations  referred to in Section  2.1,  within
thirty (30) days of the date of receipt by  Purchaser of  Stockholder's  written
notice of dispute,  Purchaser and  Stockholder  shall submit any such unresolved
dispute to an  independent  accounting  firm of  national  reputation  appointed
jointly by Purchaser and Stockholder (neither of which may unreasonably withhold
or delay such appointment) (the "Independent  Accounting Firm"). The Independent
Accounting  Firm,  within 20 business days after  appointment,  shall  determine
whether  Profits  for the annual  period  with  respect to which the dispute has
arisen  are less  than,  equal to or greater  than the  Minimum  Profit for that
period. If the Independent  Accounting Firm determines that Profits are equal to
or greater than Minimum Profit,  the Purchaser  shall pay the Contingent  Payout
for the disputed period to Stockholder within three (3) business days thereafter
and shall pay the fees and disbursements of the Independent  Accounting Firm. If
the  Independent  Accounting  Firm determines that Profits are less than Minimum
Profits  for the  disputed  period,  the  Stockholder  shall  pay the  fees  and
disbursements of the Independent Accounting Firm.

                  2.3      INTENTIONALLY OMITTED.

                  2.4 (a) In the event  that the  aggregate  amount of the cash,
prepaid  expenses  and  deposits as shown on the Closing  Balance  Sheet and the
collectable  accounts  receivable  as defined in  subsection  (c) (the  "Current
Assets") of the Company as of the Closing Date is greater  than the  liabilities
(the  "Liabilities") of the Company as of the Closing Date, then Purchaser shall
pay to  Stockholder,  in accordance  with  subsection  (d) of this Section,  the
amount by which such Current Assets exceed such  Liabilities.  In the event that
the aggregate amount of the Liabilities of the Company as of the Closing Date as
shown on the Closing  Balance  Sheet is greater  than the Current  Assets of the
Company as of the Closing Date,  then  Stockholder  shall pay to  Purchaser,  in
accordance  with  subsection  (d) of this  Section,  the  amount  by which  such
Liabilities exceed such Current Assets.

              (b) In order to establish  the amount of cash,  prepaid  expenses,
deposits and  liabilities  of the Company as of the Closing Date,  the following
procedures shall be followed:

              (i) At the  Closing,  the  Company  shall  deliver to  Purchaser a
balance  sheet for PSST for the most  recent  month  then  ended  (the  "Interim
Balance Sheet")  prepared in accordance with GAAP on a basis consistent with the
Financial  Statements  and that  shall be deemed  to be a part of the  Financial
Statements for purposes hereof.

              (ii) As promptly as practicable, and in any event not more than 60
days  following  the  Closing  Date,  Purchaser  shall  prepare  and  deliver to
Stockholder a balance sheet of PSST as of the Closing Date (the "Closing Balance
Sheet").  The Closing  Balance Sheet shall be prepared in  accordance  with GAAP
applied on a consistent basis with the Financial Statements.

              (iii) (A)  Stockholder  may dispute the Closing  Balance  Sheet by
notifying Purchaser in writing setting forth, in reasonable detail to the extent
possible,  the  amount(s) in dispute and the basis for such  dispute,  within 30
days of Seller's  receipt of the Closing Balance Sheet. If Stockholder  does not
contest the Closing Balance Sheet within the 30 day period,  the Closing Balance
Sheet shall be deemed correct and Stockholder  shall waive all rights to contest
the Closing  Balance  Sheet.  (B) If  Purchaser  and  Stockholder  are unable to
resolve a dispute regarding the Closing Balance Sheet, Purchaser and Stockholder
shall submit any such unresolved dispute to the Independent Accounting Firm. The
Independent  Accounting Firm, within 20 business days after  appointment,  shall
determine any amount that is in dispute,  which determination shall be final for
puposes of this  Section.  (iv) The fees and  disbursements  of the  Independent
Accounting  Firm  shall be borne by the  Purchaser  and the  Stockholder  in the
proportion  that  the  aggregate  amount  of  disputed  items  submitted  to the
Independent  Accounting Firm that is unsuccessfully  disputed by each such party
(as finally determined by the Independent  Accounting Firm). (c) For purposes of
this Section, the amount of collectable accounts receivable of the Company as of
the  Closing  Date  shall be equal to the  aggregate  amount of the  collections
received by the Company  ("Receipts")  during the one hundred  eighty  (180) day
period (the  "Receipt  Period")  immediately  following  the  Closing  Date with
respect to  receivables  on the books of the  Company on the Closing  Date.  (d)
Within  fifteen  (15) days after the end of the Receipt  Period,  the  Purchaser
shall deliver to Stockholder a statement  setting forth in reasonable detail the
amount of the Receipts for the Receipt Period and stating  whether any amount is
payable by Purchaser to  Stockholder  under  subsection (a) or by Stockholder to
Purchaser  under  subsection  (a)  hereunder  as a result of the  amount of such
Receipts. If any amount is due from Purchaser to Stockholder as a result of such
receipts,  said amount shall accompany such statement. If any amount is due from
Stockholder to Purchaser as a result of the amount of such Receipts, Stockholder
shall pay the amount due to Purchaser  promptly after receipt of such statement.
ARTICLE 3 CLOSING  3.1 The  Closing for the  transactions  contemplated  by this
Agreement (the "Closing")  shall take place on or before the Closing Date at the
Arizona offices of the Stockholder's counsel or such other time and place as may
be mutually approved by the parties.  The parties shall adjust all expenses on a
pro rata basis as of the Closing Date. 3.2 Commencing with the execution of this
Agreement,  the Company and the Stockholder agree to commence the preparation of
and make  diligent  application  for,  to  follow  up on,  and to  actively  and
diligently pursue all approvals and consents  reasonably  requested by Purchaser
including  but not limited to the  consents for  approval of  assignment  of the
Contracts in a form reasonably acceptable to Purchaser.  Purchaser  acknowledges
that  in  numerous  cases  such  consent  will  require   Purchaser  to  execute
confidentiality and nondisclosure agreements for the benefit of third parties to
the  Contracts  and will require  Purchaser  to qualify for security  clearances
acceptable  to such third  parties.  The  Company and the  Stockholder  agree to
direct and  coordinate  Purchaser's  preparation  of and  application  for, such
security  clearances  and  Purchaser  agrees to use its  diligent  best  efforts
including without limitation,  taking such actions as are within its ability and
control,  as the Company and the  Stockholder  instruct it to take to obtain the
necessary    security    clearances    (collectively,    "Purchaser    Clearance
Requirements").  3.3 At the Closing, the Company and the Stockholder as the case
may be, shall deliver to the Purchaser:  (a) stock certificates duly endorsed in
blank  evidencing  all  of  the  issued  and  outstanding  stock  of  PSST;  (b)
Assignments   of  the   Contracts   executed  and  approved  by  an   authorized
representative of the Company's Customer, if required, in a form satisfactory to
Purchaser;  (c) Consents to the assignment of the Company's interest in the Real
Property if required; (d) Executed counterparts,  and/or copies, as the case may
be, of the instruments  and documents  required to be delivered to the Purchaser
at the Closing as herein provided;  (e) A certified copy of resolutions  adopted
unanimously  by the Company's  Boards of Directors  authorizing  the  execution,
delivery and  performance by the Company of this Agreement and the  consummation
of the transactions  contemplated  hereby, or, at Purchaser's  option, a written
consent executed by the stockholder of the Company authorizing and consenting to
the  transactions  herein;  (f) A tax compliance  certificate from all states in
which the Company conducts or, within the one year preceding Closing,  conducted
business;  and (g) Employment  agreements  between S. Rashkin and Evan Burks and
Purchaser  executed by them in substantially  the same form as annexed hereto as
Exhibit "G" and "H". The Company and the  Stockholder  will from time to time at
the Purchaser's request, whether prior to, at, or after the Closing, and without
further  consideration,   execute  and  deliver  such  further  instruments  and
conveyances  and  transfers,  and take such other  action as the  Purchaser  may
reasonably  require to more effectively convey and transfer to the Purchaser the
stock. 

              3.4 INTENTIONALLY OMITTED.

              3.5 Purchaser will continue to employ all employees of the Company
except those employees Purchaser discloses to the Company upon completion of its
due diligence under Section 13.1(o).  Purchaser does not guarantee that any such
employment  will continue for a specified  period and may in its discretion make
any or all such  employees at will  employees,  except as otherwise  provided in
their written  employment  agreements.  Nothing  herein express or implied shall
confer  upon any such  employee  or any other  person  any  rights  or  remedies
including without limitation,  any right to employment,  or continued employment
for any specified period, of any nature or kind whatsoever under or by reason of
this Agreement.

              3.6 INTENTIONALLY OMITTED.

              3.7 INTENTIONALLY OMITTED. ARTICLE 4

                       COLLECTION OF ACCOUNTS RECEIVABLE,
                   PAYMENT OF ACCOUNTS PAYABLE, ASSUMPTION OF
            EMPLOYEE BENEFIT PLANS AND OTHER POST-CLOSING OBLIGATIONS

                  4.1      INTENTIONALLY OMITTED.
                  4.2      INTENTIONALLY OMITTED.
                  4.3      INTENTIONALLY OMITTED.
                  4.4      INTENTIONALLY OMITTED.
                  4.5.     INTENTIONALLY OMITTED.
                  4.6 As of the Closing Date, S. Rashkin shall resign as Trustee
of the Retirement  Plans and Purchaser  shall provide  evidence  satisfactory to
Stockholder that a designee of Purchaser has become Trustee of the Plans.
                  4.7      INTENTIONALLY OMITTED.
                  4.8      INTENTIONALLY OMITTED.
                  4.9      INTENTIONALLY OMITTED.
                  4.10     INTENTIONALLY OMITTED.
                  4.11     INTENTIONALLY OMITTED.

                                    ARTICLE 5
           STOCKHOLDER'S AND COMPANY'S REPRESENTATIONS AND WARRANTIES


                   In order to induce  Purchaser  to execute  and  perform  this
Agreement, the Stockholder and the Company hereby represent,  warrant,  covenant
and agree (which representations,  survival warranties, covenants and agreements
shall be and be deemed to be  continuing  and survive the execution and delivery
of this Agreement and the Closing Date) as follows:
                   5.1 The  Company is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the state of its  incorporation,
with the  full  power  and  authority,  corporate  and  otherwise,  and with all
licenses,  permits,  certifications,   registrations,  approvals,  consents  and
franchises  necessary to own or lease and operate its  properties and to conduct
its Business as presently being  conducted.  The Company is duly qualified to do
business  as  a  foreign   corporation,   and  is  in  good  standing,   in  all
jurisdictions, if any, wherein such qualification is necessary in order to avoid
a material adverse effect upon its Business.
                   5.2 The Company owns and has good and marketable title in and
to the Property and assets to be sold or transferred hereunder free and clear of
all liens,  claims and  encumbrances  and rights and option of others  except as
herein expressly  provided to the contrary and except for the liens set forth on
Exhibit "L" ("Permitted  Liens"). 5.3 The Stockholder owns all of the issued and
outstanding  shares of stock of  Company  as listed  on  Exhibit  "I" and at the
Closing there shall not be authorized and issued and  outstanding  any shares of
capital stock of Company  and/or  rights to purchase  shares of capital stock of
Company except  indicated on Exhibit "I". The issued and  outstanding  shares of
the  Company  have  been  duly  authorized  and  validly  issued,  and all  such
outstanding shares are fully paid and non assessable.  At the Closing there will
be no  outstanding  trust  agreements,  options,  warrants and similar rights to
purchase shares of capital stock.  There are no preemptive  rights.  

                   5.4 (i) The  Company  has the full  power  and  authority  to
execute,  deliver and perform this Agreement and to consummate the  transactions
contemplated  hereby;  (ii) the  execution,  delivery  and  performance  of this
Agreement,   the  consummation  by  the  Company  of  the  transactions   herein
contemplated  and the compliance by the Company with the terms of this Agreement
have  been  duly  authorized,  and this  Agreement  has been  duly and  properly
authorized,  executed and delivered by the Company;  (iii) this Agreement is the
valid and binding obligation of the Company,  enforceable in accordance with its
terms,  subject,  as to  enforcement  of  remedies,  to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws affecting the rights of
creditors generally and the discretion of courts in granting equitable remedies;
(iv) the  execution,  delivery and  performance of this Agreement by the Company
and the consummation by the Company of the transactions herein contemplated does
not, and will not, with or without the giving of notice or the lapse of time, or
both, (A) result in any violation of the articles of  incorporation or bylaws of
the  Company,  (B)  result in a breach of or  conflict  with any of the terms or
provisions of, or constitute a default under,  or result in the  modification or
termination  of, or result in the creation or imposition  of any lien,  security
interest,  charge or  encumbrance  upon any of the  properties  or assets of the
Company and/or pursuant to, any indenture,  mortgage, note, contract, commitment
or other  agreement or instrument to which the Company is a party or by which it
or any of its properties or assets are or may be bound or affected (assuming for
purposes  of this  provision  that all  consents  referred to in Exhibit "J" are
obtained); (C) violate any existing applicable law, rule, regulation,  judgment,
order or decree of any governmental agency or court, domestic or foreign, having
jurisdiction  over the Company any of its  properties or  businesses  that would
have a material  adverse  effect on the  Company,  or (D) have any effect on any
agreement, permit,  certification,  registration,  approval, consent, license or
franchise  necessary  for the  Company  to own or lease and  operate  any of its
properties  and to conduct its  businesses or the ability of the Company to make
use thereof  (assuming for purposes of this provision that all consents referred
to in Exhibit "J" are obtained). No consent, approval, authorization or order of
any court, Customer,  governmental agency, authority or body and/or any party to
an  agreement  to which the Company is a party  and/or by which it is bound,  is
required in connection  with the  execution,  delivery and  performance  of this
Agreement,   and/or  the   consummation  by  the  Company  of  the  transactions
contemplated  by this Agreement  except as noted on Exhibit "J".

                   5.5 The Company is not in violation of, or in default  under,
(i) any term or provision of its articles of incorporation  or bylaws;  (ii) any
material term or provision or any financial covenant of any indenture, mortgage,
contract,  commitment or other agreement or instrument to which it is a party or
by which it or any of its properties or business is or may be bound or affected;
or (iii) any existing  applicable  law,  rule,  regulation,  judgment,  order or
decree  of any  governmental  agency  or  court,  domestic  or  foreign,  having
jurisdiction  over it or any of its  properties  or business.  The Company owns,
possesses  or  has  obtained  all  governmental  and  other  licenses,  permits,
certifications,  registrations,  approvals or consents and other  authorizations
necessary to own or lease, as the case may be, and to operate its properties and
to conduct its  business  or  operations  as  presently  conducted  and all such
governmental  and  other  licenses,  permits,   certifications,   registrations,
approvals,  consents  and  other  authorizations  are  outstanding  and in  good
standing,  and there are no proceedings pending or, to the best of Stockholder's
knowledge,  threatened,  or any basis  therefore  existing,  seeking  to cancel,
terminate  or  limit  such  licenses,  permits,  certifications,  registrations,
approvals or consents or authorizations.

                   5.6 Prior to the date  hereof the Company  has  delivered  to
Purchaser the audited consolidated financial statements of the Company described
on Exhibit "K" annexed hereto and made a part hereof  ("Financial  Statements").
The Financial Statements fairly present the financial position of the Company as
of the respective  dates thereof and the results of  operations,  and changes in
financial  position of the Company,  for each of the periods covered thereby and
are true and accurate. The Financial Statements have been prepared in conformity
with generally  accepted  accounting  principles,  applied on a consistent basis
throughout  the entire  periods  involved.  As of the date of any balance  sheet
forming a part of the  Financial  Statements,  and  except as and to the  extent
reflected  or reserved  against  therein,  the Company did not have any material
liabilities,  debts,  obligations or claims  (absolute or  contingent)  asserted
against it and/or  which should have been  reflected  in a balance  sheet or the
notes  thereto,  and all assets  reflected  thereon are  properly  reported  and
present  fairly  the  value of the  assets  therein  stated in  accordance  with
generally accepted accounting principles.

                   5.7 The  financial and other books and records of the Company
(including those forming a part of the Assets) (i) are in all material  respects
true, complete and correct and have, at all times, been maintained in accordance
with good  business  and  accounting  practices;  (ii)  contain a  complete  and
accurate  description,  and specify  the  location,  of all  trucks,  machinery,
equipment,  furniture, supplies, tools, drawings and all other tangible personal
property  (collectively the "Personal Property") owned by, in the possession of,
or used by the Company in  connection  with the operation of its Business in the
normal  course of  business;  (iii)  except as set forth on Exhibit  "L" annexed
hereto  and made a part  hereof,  none of such  Personal  Property  is leased or
subject to a security  agreement,  conditional  sales  contract  or other  title
retention or security  agreement or is other than in the possession of and under
the control of the Company,  (iv) the Personal Property  reflected in such books
and records  constitutes all of the tangible personal property necessary for the
conduct by the Company of its Business as now conducted;  and all of the same is
in normal operating condition and the use thereof as presently employed conforms
to all applicable laws and regulations.

                   5.8  Annexed  hereto and  labeled  Exhibit  "A" is a schedule
setting  forth a  description  of each  parcel of improved  or  unimproved  real
property  owned by or leased to the  Company.  Exhibit  "A" is true  correct and
complete in all  respect;  each of such leases are in full force and effect with
no event of default in existence or event or occurrence  which, with the passage
of time and/or  giving of notice  would or could mature into an event of default
thereunder.  5.9 The Company owns all rights to utilize its General  Intangibles
free and clear of all liens,  claims and  encumbrances and rights and options of
third  parties   (including  without  limitation  former  or  present  officers,
directors,  stockholders,  employees  and  agent,  but  excluding  the rights of
licensors)  other than Permitted  Liens;  the Company has not licensed or leased
any of the General  Intangibles and/or any interest therein to any person and/or
entity;  to the best of the Company's  knowledge the Company has not  infringed,
nor is  infringing,  upon the  rights  of others  with  respect  to the  General
Intangibles;  and the Company has not received  any notice of conflict  with the
asserted  rights  of  others  with  respect  to  the  General   Intangibles  and
Stockholder  knows  of no  basis  therefor;  and to the  best  of  Stockholder's
knowledge  no others  have  infringed  upon the  General  Intangibles.  5.10 The
Customer  Materials,  Employee  Materials  and  Records  represent  all of  such
materials at any time utilized in connection with, arising out of or relating to
the  Business;  and  neither  the  Company  nor,  to the  best of  Stockholder's
knowledge, any employee, officer, director or stockholder of the Company have or
shall retain copies thereof and have not prior to the date hereof, and shall not
prior to the  Closing,  provide to any person or entity or  authorize  or permit
another to utilize any of such Customer Materials, Employee Materials or Records
and/or the information  therein or thereon  reflected.  5.11 The Company did not
have any material liabilities, debts, obligations or claims asserted against it,
whether accrued, absolute, contingent or otherwise, and whether due or to become
due,  including,  but not limited to,  liabilities  on account of due and unpaid
taxes,  other  governmental  charges  or  lawsuits  except as  reflected  in the
Financial  Statements  or as listed on Exhibit  "M".  5.12 Since the date of the
most recent balance sheet included in the Financial  Statements,  there has been
no material  adverse  change to the  business of the Company and the Company has
not,  except as set forth on Exhibit "N" annexed  hereto and made a part hereof,
(i) incurred any  obligation or liability  (absolute or  contingent,  secured or
unsecured) except obligations and liabilities incurred in the ordinary course of
the  operation  or business  of its  Business as carried on at and prior to such
date;  (ii)  canceled,  without  payment  in  full,  any  notes,  loans or other
obligations  receivable  or other  debts or claims  held by it other than in the
ordinary  course of  business;  (iii) sold,  assigned,  transferred,  abandoned,
mortgaged,  pledged  or  subjected  to lien  (other  than  Permitted  Liens) any
contract,  permit,  license,  franchise or other  agreement  other than sales or
other  dispositions  of goods or services in the ordinary  course of business at
customary prices;  (iv) increased  compensation  payable to any of its officers,
directors or other  employees  including in the term  "compensation",  salaries,
fringe benefits,  pensions,  profit participation and payment of benefits of any
kind whatsoever; (v) entered into any line of business other than that conducted
by it on such date or entered into any transaction not in the ordinary course of
its  business;  (vi)  conducted  any line of  business  in any manner  except by
transactions  customary  in the  operation  of its business as conducted on such
date;  (vii)  declared,  made or paid,  or set aside for  payment,  any non-cash
dividends or other  non-cash  distribution  on any shares of its capital  stock;
(viii) changed or modified any accounting practice; (ix) waived any rights under
any Contracts that may have a material adverse effect upon the Company; (x) made
any capital  expenditure  except as set forth on Exhibit "M" or as  permitted by
Section 3.2; (xi) paid any amounts to  shareholders  except the usual salary and
benefits  (provided  that bonuses  have been paid to S. Rashkin  pursuant to his
employment  agreement with the Company);  or (xii) entered into any agreement to
take any of the actions above referenced.  5.13 The Company has not incurred any
liability  for any  finder's  fees or similar  payments in  connection  with the
transactions  herein contemplated except as set forth herein. 5.14 Except as set
forth on Exhibit "O" annexed  hereto and made a part hereof,  the Company is not
in default under the terms of any outstanding agreement which is material to the
business, operations,  properties, assets or condition of the Company; and there
exists no event of default or event  which,  with  notice  and/or the passage of
time, or both,  would  constitute any such default.  5.15 Except as set forth on
Exhibit "P" annexed hereto and made a part hereof, there are no claims, actions,
suits,  proceedings,  arbitrations,  investigations  or  inquiries  against  the
Company before any court or governmental agency, court or tribunal, domestic, or
foreign, or before any private arbitration tribunal, pending, or, to the best of
the  knowledge of the Company,  threatened  against the Company or involving its
properties or businesses;  nor, to the best of the knowledge of the Stockholder,
is there any basis for any such claim,  action, suit,  proceeding,  arbitration,
investigation  or  inquiry  to be made by any person  and/or  entity,  including
without  limitation  any  Customer,  supplier,  lender,  stockholder,  former or
current employee,  agent or landlord. There are no outstanding orders, judgments
or decrees  or any court,  governmental  agency or other  tribunal  specifically
naming the Company  and/or  enjoining the Company from taking,  or requiring the
Company to take, any action, and/or by which the Company,  and/or its properties
or  businesses  are bound or subject.  5.16 The  Company has filed all  federal,
state,  municipal  and local tax returns  (whether  relating  to income,  sales,
franchise,  withholding,  real or personal  property,  employment  or otherwise)
required  to be filed  under the laws of the United  States  and all  applicable
states,  and has been paid in full all taxes which are due pursuant such returns
or claimed to be due by any taxing  authority  or  otherwise  due and owing.  No
penalties  or other  charges  are or will  become  due with  respect to the late
filing of any such return.  To the best of the  knowledge of the Company,  after
due  investigation,  each  such  tax  return  heretofore  filed  by the  Company
correctly and  accurately  reflects the amount of its tax liability  thereunder.
The Company has  withheld,  collected  and paid all other  levies,  assessments,
license fees and taxes to the extent required and, with respect to payments,  to
the extent that the same have become due and payable. 5.17 Since the date of the
most recent balance sheet included in the Financial Statements,  the Company has
not sustained any material  loss or  interference  with its business of any kind
nature or description including without limitation, from fire, storm, explosion,
flood or other casualty,  whether or not covered by insurance, or from any labor
dispute or court or governmental  action,  order or decree; nor have there been,
and prior to the Closing,  there will not be, any material  adverse change in or
affecting the general affairs,  management,  financial condition,  stockholders'
equity, results of operations or properties of the Company.
                  5.18 Except as set forth in Exhibit  "Q",  the Company has not
experienced any actual or to the best of the Company's knowledge been threatened
with any employee strikes, work stoppages,  slow-downs, or lock-outs, or had any
material change in the terms of its agreements with the employees of the Company
which would adversely affect the Company, and none are imminent.
                  5.19  Neither the Company nor its present or former  officers,
directors,  employees or agents  (including  any third party acting on behalf of
the Company) have:  (i) directly or  indirectly,  made or authorized to be made,
any bribes,  kickbacks or other payments of a similar nature,  whether lawful or
not, to any person or entity, public or private, regardless of the form thereof,
whether  in money,  property  or  services,  to obtain  favorable  treatment  in
securing  business  or to obtain  special  concessions  or to pay for  favorable
treatment for business secured or for special concessions already obtained; (ii)
paid  funds or  property  of any kind was  donated,  loaned  or made  available,
directly or indirectly,  for the benefit of, or for the purpose of opposing, any
government or  subdivision  thereof,  political  party,  candidate or committee,
either  domestic  or  foreign  except by  natural  persons  in their  individual
capacities; (iii) made any loans, donations, or other disbursements, directly or
indirectly,  to officers or employees of the Company for contributions  made, or
to be made,  directly or  indirectly,  for the benefit of, or for the purpose of
opposing,  any government or subdivision thereof,  political party, candidate or
committee,  either  domestic or foreign;  or (iv)  maintained  a bank account or
other account of any kind,  whether  domestic or foreign,  which account was not
reflected in the  corporate  books and records or which  account was not listed,
titled or identified in the name of the Company.
                  5.20 The corporate  record books of the Company have been duly
and properly maintained,  are in good order, complete,  accurate, up to date and
have all necessary signatures, and set forth all meetings and actions heretofore
held and/or taken by the stockholders  and/or  directors of the Company,  as the
case may be, and/or as set forth in all certificates of votes of stockholders or
directors  heretofore  furnished to anyone at any time. The Company has utilized
its best efforts to maintain the files and inventory of resumes in a current and
usable condition.
                   5.21 The copies of the  articles  of  incorporation  (and all
amendments  thereto) and the bylaws of the Company  heretofore  delivered by the
Company are true,  correct and complete in all respects;  are, and shall remain,
in  full  force  and  effect;  and  shall  not be  altered,  amended,  modified,
terminated or rescinded  prior to the Closing  without the prior written consent
of the Purchaser in each instance.
                   5.22 The Stockholders,  officers and members of the Boards of
Directors of the Company are as set forth on Exhibit "R" annexed hereto and made
a part  hereof;  and during the period from the date hereof  until the  Closing,
there shall be no change in such  officerships  and/or  memberships  without the
prior written consent of the Purchaser in each instance.
                   5.23 No officer or director of the Company (and/or any member
of their  respective  immediate  families) has a financial  interest  (direct or
indirect) in any  competitor,  supplier or customer of the Company,  DTS or RRA,
other than  ownership  of less than 1% of the  outstanding  voting  stock of any
publicly traded company.
                   5.24 Each of the Contracts on Exhibit "C" annexed  hereto and
made a part hereof are in full force and effect, have not been altered, amended,
modified,  terminated or rescinded,  are fully  enforceable  in accordance  with
their respective terms.
                   5.25 Other than as set forth on Exhibit  "S"  annexed  hereto
and made a part  hereof,  the  Company  is not a party  (i) to any  contract  or
agreement  calling for the payment of more than  $10,000 per annum or $25,000 in
the  aggregate  and/or which cannot be  terminated on no more than 90 days prior
written notice from the Company to the other party  thereto;  (ii) to any profit
sharing,  bonus,  deferred  compensation,  pension or retirement plan, severance
policy  or other  similar  agreement  or  arrangement;  (iii) to any  collective
bargaining agreement;  or (iv) to any agreement not entered into in the ordinary
course of business.
                   5.26 The Contracts are effective and there exists no material
breach or default with respect to same. The copies of those Contracts  delivered
to Purchaser as a condition to Closing  shall be accurate and complete and there
exist no amendments with respect to same which shall not be disclosed. Except as
noted as Exhibit  "C",  the Company  knows no present  condition or set of facts
with respect to either  amendment of terms or performance  pursuant to which the
requirements  for  personnel in such  contracts  shall  materially be reduced or
changed  adversely.  The Company is not presently aware of any past deficiencies
in its  performance  of  services  under such  contracts  that might  materially
adversely affect the continuation of supplying services under such contracts.
                   5.27 Except as set forth on Exhibit  "T",  there have been no
past  proceedings  nor  are  there  any  proceedings  now  pending  nor,  to the
Stockholder's  knowledge or belief,  threatened  against the Company  before the
National Labor Relations Board,  State Department of Labor,  State Commission on
Human Rights and  Opportunities,  State  Department of Labor,  Equal  Employment
Opportunity  Commission  or any other local,  state or Federal  agencies  having
jurisdiction over employee rights with respect to hiring, tenure,  conditions of
employment  within  the  three  year  period  prior  to the  execution  of  this
Agreement.
                   5.28 The Company,  to the best of its  knowledge  and belief,
represents  that it has properly  made,  reported  and remitted all  appropriate
federal,  state and local payroll related deductions and taxes including:  FICA,
FUTA, SUI and income tax  withholdings  presently due and owing;  all applicable
Sales and Use Taxes;  and  further  warrants  that it will  report and remit all
withholdings and taxes due for activities prior to the Closing Date.
                   5.29 Except for the Contract with  Westinghouse,  none of the
contracts  referenced or listed on Exhibit"C" were obtained or executed based in
whole or in part on the fact or representation that the Company is a minority or
woman owned or  operated  business or a small  business  enterprise  as those or
similar terms are deemed by Federal or state statutes or regulations.
                   5.30  The  Company  has not  been the  subject  of any  union
organizing activity and there have been no attempts to unionize the employees of
the Company.
                   5.31 The Company has paid all  employees in  accordance  with
applicable  local,   state  and  federal  law.  All  employees  have  been  paid
appropriate and correct premium wages where applicable.
                   5.32  The  Company  has  not  retained  the  services  of any
independent  contractor or  consultant  for  assignment  to Customers  except as
listed on Exhibit "U," annexed hereto and made a part hereof.
                   5.33 There are no  contracts,  agreements,  or  arrangements,
written or oral,  relating to the  conduct of the  business of the Company to be
sold  hereunder  to which the  Company is a party or is bound,  except as may be
referred to in this Agreement, or any schedule or exhibit annexed hereto.
                   5.34  Exhibit  "V"  contains  complete,  correct  and current
copies of all insurance policies in effect as of the time of this agreement. The
policies  in place are in full force and effect  and  insure  against  risks and
liabilities,  and in amounts and under terms and  conditions  customary  for the
business in which the Company is engaged.  The Company  shall keep such coverage
in effect through the date of Closing.
                   5.35 Each of the Company's  Employee  Benefit Plans is listed
on Exhibit "W".
                   5.36  The  Company  does  not  (and  has  not  in  the  past)
maintained  a defined  benefit  pension  plan,  or made any  contributions  to a
multiemployer  pension  plan,  as that term is defined  in  Section  3(3) of the
Employee Retirement Income Security Act of 1974.

                  5.37  With  respect  to the  Employee  Benefit  Plans,  to the
knowledge  of the  Company,  each such  Employee  Benefit Plan (and each related
trust or insurance  contract)  complies in form and in operation in all material
respects with the applicable requirements of ERISA and the Internal Revenue Code
of 1986 (the "Code").
                  5.38 All contributions and insurance  premiums that are due to
the Plans on or before the Closing Date have been paid in full.
                  5.39 A  determination  letter  application  was filed with the
Internal  Revenue  Service within the  retroactive  amendment  period of Section
401(b)  of the  Code  requesting  that  the  Internal  Revenue  Service  issue a
determination  letter to the  effect  that the Plan  meets the  requirements  of
Section 401(a) of the Code.
                  5.40 The Company has  provided to Buyer  complete  and correct
copies of the  Employee  Benefit  Plans,  including  each plan  document and any
amendments,  trust agreements,  insurance contracts,  summary plan descriptions,
and administrative service agreements.
                   5.41 The representations, warranties, covenants and agreement
of the Company  contained in this  Agreement  are true,  complete,  accurate and
correct in all  respects as of the date hereof and shall be true,  accurate  and
correct and  complete,  in all respects as of the Closing;  and will not contain
any untrue  statement of any material  fact, or omit to state a material fact in
order to make any or all of such  representations  and warranties not materially
misleading  as of this date and as of the Closing  Date;  and at the Closing the
Company  and the  Stockholder  shall  deliver to the  Purchaser  a  certificate,
executed   by  the   Company   and  the   Stockholder   remaking   each  of  the
representations,   warranties,   covenants  and  agreement  set  forth  in  this
Agreement, including without limitation, those set forth in this Section 5.41.
                                    ARTICLE 6
                   PURCHASER'S REPRESENTATIONS AND WARRANTIES

                   The  Purchaser   represents   and  warrants  to  Company  and
Stockholder as follows:
                   6.1 The Purchaser is a corporation  duly  organized,  validly
existing  and in good  standing  under and by virtue of the laws of the State of
Delaware,  and the  execution  and delivery of this  Agreement  and the purchase
contemplated  hereby  and  the  Employment  Agreement  with S.  Rashkin  and the
Consulting  Agreement with R. Rashkin have been duly authorized by all necessary
corporate action on the part of the Purchaser.
                  6.2 The Purchaser  has corporate  power to execute and perform
this Agreement, and to consummate the transactions contemplated hereby.
                  6.3  The  execution  and  performance  of  this  Agreement  by
Purchaser  will not conflict  with,  or result in a breach of, any of the terms,
conditions,  or  provisions  of  any  law  or  any  regulations,   order,  writ,
injunction,  or decree of any court or governmental  instrumentality,  or of the
corporate  charter or  by-laws of the  Purchaser  or of any  agreement,  whether
written or oral,  or other  instrument  to which it is a party or by which it is
bound, or constitute (with the giving of notice or the passage of time, or both)
a default thereunder.
                                    ARTICLE 7
                             ACCESS AND INFORMATION
                  7.1 From and after the Closing  Date,  and for a period of six
years  thereafter,  the Purchaser  shall maintain intact and shall not remove or
destroy without the written consent of the Stockholder,  the Company's  records,
operating books and financial  records relating to the Business  (including paid
supplier invoices,  customers'  billings and payroll records and returns).  From
and after the Closing Date, the Purchaser  shall give to the Stockholder and its
representatives  from time to time upon request of the  Stockholder  full access
during normal  working  hours to any and all books,  contracts and other records
(including  credit files) of  Stockholder  in the  possession of the  Purchaser,
including the right to make copies thereof.
                   7.2     INTENTIONALLY OMITTED.

                                    ARTICLE 8
                           INDEMNIFICATION AND OFF SET

                  8.1 In  addition  to the  indemnifications  set forth in other
sections  hereof  and  subject  to the  limitations  provided  in  Section  8.2,
Stockholder and R. Rashkin, jointly and severally agree to indemnify, exonerate,
defend and save the Purchaser, its Affiliates,  officers,  directors,  employees
and  representatives  (collectively  the  "Purchaser"  for the  purposes of this
Article 8) harmless from, against, for and in respect of the full amounts of any
and all damages,  losses, demands,  obligations,  tax, interest,  penalty, suit,
judgment,  order, lien,  liabilities,  debts, claims, actions, causes of action,
encumbrances, costs and expenses, whether administrative, judicial or otherwise,
of every kind and nature, including, without limitation,  reasonable attorneys',
consultants',   accountants'  and  expert  witness  fees,  suffered,  sustained,
incurred or  required to be paid at any time after the Closing by the  Purchaser
based  upon,  arising  out  of,  resulting  from  or  because  of the  following
(collectively, "Loss"):
                        (a) any  obligations  of the Company,  the other Rashkin
Companies, Stockholder, or R. Rashkin incurred in connection with the making and
performance of this Agreement or the DTS Agreement or the RRA Agreement;
                        (b) INTENTIONALLY OMITTED.
                        (c) the untruth, inaccuracy,  incompleteness,  violation
or breach of any representation, warranty, agreement, undertaking or covenant of
Company, Stockholder, the other Rashkin Companies or R. Rashkin;
                        (d)      INTENTIONALLY OMITTED.
                        (e)      INTENTIONALLY OMITTED.
                        (f)  All  reasonable  costs  and  expenses   (including,
without  limitation,   reasonable  attorneys'  fees,  interest,  and  penalties)
incurred by the  Purchaser  in  connection  with any action,  suit,  proceeding,
demand,  assessment  or  judgment  incident  to any of the  matters  indemnified
against.
                        (g)  Notwithstanding  anything in this  Section 8 to the
contrary,  R.  Rashkin  shall have no liability  or  indemnification  obligation
relating to or arising from the  McDonnell  Douglas  Contract (as defined in the
Datatech Agreement) or any Incident (as defined in the Datatech Agreement).
                  8.2 The indemnification obligations under Section 8.1 shall be
subject  to a limit  calculated  with  reference  to all of the  indemnification
obligations of DTS, RRA, S. Rashkin, and R. Rashkin under this Agreement,  under
the Purchase  Agreement (the "RRA  Agreement")  between RRA and  Purchaser,  and
under the Purchase Agreement (the "Datatech Agreement") between Datatech and CTS
Acquisition Co. I. as follows:  the maximum aggregate personal liability of DTS,
RRA, S. Rashkin, and R. Rashkin under all such agreements shall be the aggregate
purchase  price for the stock of PSST,  and the assets of RRA and DTS under such
agreements.  The personal  liability of Stockholder and R. Rashkin under Section
8.1 shall not be  effective  until  Purchaser  has first  unsuccessfully  sought
recourse against the Company, unless Purchaser reasonably believes that judgment
against  the  Company  cannot be  satisfied  in full or that its ability to make
collection in full from  Stockholder  or R. Rashkin may be impaired.  Nothing in
the preceding  sentence shall affect or impair  Purchaser's  right under Section
8.3 or under the Indemnity Escrow Agreement,  which shall not be subject to said
sentence.              
                        8.3 Stockholder  hereby grants to Purchaser the right of
full offset against any monies due  Stockholder,  either under this Agreement or
any other  agreement the  Stockholder  may have with  Purchaser,  or Purchaser's
Affiliates,  other than employment agreements,  for the purpose of applying same
to any sums that might become due to  Purchaser  as a result of the  indemnities
herein made or as a result of a breach of any of the covenants,  representations
or  warranties  herein  contained.  Said  right of offset  shall in no way limit
Purchaser's  ability  to  collect  any  funds  due  and  owing  to it  from  the
Stockholder.
                  8.4 In order to establish  security and a ready source of cash
in the  event  of any  breach  of any  covenant,  agreement,  representation  or
warranty contained in this Agreement or the Datatech Agreement, Stockholder will
deposit at the  Closing  the sum of Six  Hundred  Twenty-Five  Thousand  Dollars
($625,000)  into an Escrow Fund to be maintained in accordance with the terms of
the  Indemnity  Escrow  Agreement.  The  amount  deposited  in escrow  shall not
constitute a limitation of liability of any Rashkin  Company,  Stockholder or R.
Rashkin.
                  8.5 The obligations of Stockholder and R. Rashkin to indemnify
pursuant  to  Section  8.1 (and the  representations  and  warranties  set forth
herein) shall be for a period of five years following the Closing Date.
                  8.6 Purchaser  indemnifies  Stockholder from all Loss incurred
as a result of any untrue representation,  breach of warranty or non-fulfillment
of any covenant or  agreement  stated in this  Agreement  by  Purchaser  and any
liabilities  and claims of the Business  incurred in connection  with the making
and performance of this Agreement after the Closing Date.
                  8.7 Promptly after any person entitled to indemnification  (an
"Indemnitee") receives notice of any potential Loss, Indemnitee must give notice
in writing to the indemnifying party;  provided,  however,  that failure to give
such notice shall not relieve the indemnifying party of its obligation hereunder
except  to  the  extent  the  indemnifying  party  is  prejudiced  thereby.  The
indemnifying  party must  assume the  defense  of the Loss and  Indemnitee  must
cooperate in connection with such defense. If Indemnitee  reasonably  determines
that  separate  counsel is necessary  (whether due to the existence of different
defenses,  potential conflicts of interest or otherwise), or if the indemnifying
party does not assume the defense,  then Indemnitee may employ separate counsel,
and  the  indemnifying  party  will  pay  such  counsel's  reasonable  fees  and
disbursements as incurred.
                  8.8 If indemnity  under this Agreement is unavailable  for any
reason,  then Purchaser,  Stockholder and R. Rashkin will contribute to the Loss
for which such indemnity is unavailable in such  proportion as is appropriate to
reflect  the  relative  benefits to  Purchaser,  Stockholder  and R.  Rashkin in
connection with the transactions contemplated by this Agreement.

                                    ARTICLE 9
                        EFFECTIVE DATES OF TRANSACTIONS

                   9.1 The effective date of the purchase and sale  contemplated
herein shall be midnight on the Closing Date.
                   9.2 In amplification of the above stated general
understanding  of the parties,  the following  provisions  will govern  specific
aspects of the change in ownership:
                        (a) INTENTIONALLY OMITTED.
                        (b) INTENTIONALLY OMITTED.
                        (c) The  Purchaser  shall be  obligated  to perform  all
Contracts and purchase orders with Customers with respect to items not performed
prior to Closing  Date,  provided that such  contracts and purchase  orders were
entered  into by the Company in the ordinary  course of  business,  disclosed to
Purchaser prior to Closing,  and further  provided that such  obligations  arise
from services rendered on or after the date of Closing.
                        (d) INTENTIONALLY OMITTED.
                        (e) INTENTIONALLY OMITTED.
                        (f) All  inquiries  and  communications  received by the
Stockholder  after the effective date will be forthwith  mailed to the Purchaser
to the extent the same relate to the Business sold by the Stockholder hereunder.

                                   ARTICLE 10
               COVENANTS AND AGREEMENTS BY STOCKHOLDER AND COMPANY

                   10.1  Conduct of  Business.  From the date  hereof  until the
Closing Date, Stockholder and Company covenant and agree that:

                        (a)  Stockholder  and Company shall operate the Business
in the usual and ordinary course;

                        (b) Stockholder and Company shall not remove or transfer
any assets for less than full and fair consideration, provided there shall be no
restrictions on the payment of cash dividends;

                        (c)  Subject  to  the   requirement  of  satisfying  all
Purchaser  Clearance  Requirements,  Stockholder  and Company  shall  permit the
officers  and  other  authorized  representatives  of  Purchaser  (i)  full  and
unrestricted  access, from time to time and at one or more times, to the plants,
properties, offices and books and records of the Company, during normal business
hours,  and in connection with such books and records,  such inspection shall be
at the offices  where such  records are  normally  maintained,  and such parties
shall be  entitled to make  copies of and  abstracts  from any of such books and
records;  (ii) the  opportunity  to meet,  correspond and  communicate  with the
officers,  directors,  employees, counsel and accountants to the Company, and to
secure  from each such  information  as such  parties  shall deem  necessary  or
appropriate;  and (iii) to review and copy such other,  further  and  additional
financial and operating  data,  materials and information as to the business and
operations of the Company as may be requested by such parties;  provided however
that all such  information and material secured by such parties in the course of
such  investigation  shall be and be deemed to be confidential and shall be used
solely in connection with the  transactions  herein  described,  and all written
memoranda and documents and/or other tangible evidence of such information shall
either be returned to the Stockholder and Company and/or  destroyed in the event
the subject acquisition is not consummated.
                        (d) Company shall  maintain all  insurance  coverages in
full force and effect.
                        (e)  Company  shall  use  best  efforts  to  retain  the
Business' current employees so that they will remain employable after Closing.
                        (f)  Stockholder  and Company shall take and perform any
and all actions  necessary to render  accurate  and/or maintain the accuracy of,
all of the  representations and warranties of the Company and Stockholder herein
contained and/or satisfy each covenant or condition  required to be performed or
satisfied by the Company and  Stockholder  at or prior to the Closing  and/or to
cause or permit the implementation of the within acquisition.
                        (g)  Stockholder  and Company  shall not take or perform
any action which would or might cause any representation or warranty made by the
Company and Stockholder  herein to be rendered  inaccurate,  in whole or in part
and/or which would prevent, inhibit or preclude the satisfaction, in whole or in
part of any  covenant  required to be  performed or satisfied by the Company and
Stockholder at or prior to the Closing and/or the  implementation  of the within
acquisition.
                        (h) Company shall perform,  in all material respects all
of its obligations under all material agreements,  leases and documents relating
to or affecting the Business; and use its best efforts to preserve,  intact, the
relationships  with the  Company's  suppliers,  customers,  employees  and other
having  business  relations with the Company so that the Business will be intact
at Closing.
                        (i)  Stockholder  and Company shall  immediately  advise
Purchaser of any event,  condition or occurrence which  constitutes or may, with
the  passage  of time  and/or  giving  of  notice  constitute,  a breach  of any
representation or warranty of the Company or Stockholder herein contained and/or
which prevents,  inhibits or limits or may prevent, inhibit or limit the Company
or Stockholder  from  satisfying,  in full and on a timely basis,  any covenant,
term or condition herein contained and/or implementing this Agreement.
                        (j)  Subject  to  the   requirement  of  satisfying  all
Purchaser  Clearance  Requirements,  the Company will permit  access to Customer
representatives  and will accompany and introduce  Purchaser  representatives to
the  Customers  as may be  requested to make  inquiries  regarding,  among other
things,  the Company's  performance,  the existence of any defaults,  prices and
prospects for further work. This access will not obviate or release  Stockholder
from  liability  for any  representation  or warranty  made with  respect to the
Customers  or  Contracts.   Other  than  obligations  to  preserve  confidential
information  as  contained  in  this  Agreement,  the  Purchaser  shall  have no
liability with respect to or arising out of meeting with the  Customers,  except
as set forth in Section 14.1(b).
                        (k) Neither  Company  nor  Stockholder  will  solicit or
entertain any offers through  principals,  agents or brokers to purchase,  sell,
encumber or otherwise transfer any or all of the stock or assets of the Company,
with the  exception of the sale of goods or services in the  ordinary  course of
business, unless and until this agreement has been terminated in accordance with
its terms.  Company and Stockholder  agree to promptly  notify  Purchaser in the
event either of them receive any such inquiry or offer.
                        (l) Not take any  action in the  singular  or  aggregate
which  results,  or with the  passage  of time is likely to result in a material
adverse change to the business or the prospects of the business of the Company.
                        (m)  Not  to  make  any  amendment  in the  Articles  of
Incorporation or Bylaws of Seller; or enter or agree to enter into any merger or
consolidation  with, or sale of all or  substantially  all of its assets to, any
corporation or change the character of its business in any manner;
                        (n) Not to make any  change  in the  number of shares of
its capital stock issued and outstanding;  or grant or make any option,  warrant
or any other right to purchase or to convert any  obligation  into shares of its
capital stock; and
                        (o) Not to  declare,  pay or make any  dividend or other
distribution or payment in respect of shares of the Company's capital stock; and
not  purchase  or redeem any of such  shares  and  dispose  of any  evidence  of
indebtedness or other security of the Seller. Notwithstanding the foregoing, the
Purchaser will permit the Company to make a cash dividend to  Stockholder  prior
to the  Closing  so long as the  amount  of such  dividend  shall  not cause the
Current Assets of the Company as of the Closing Date as reasonably  estimated by
the parties in good faith to be less than the sum of (i) the  Liabilities of the
Company as of the Closing Date,  as reasonably  estimated by the parties in good
faith, and (ii) a reserve for contingencies  and adjustments  established by the
parties in good faith.
                                   ARTICLE 11
                COVENANTS AND AGREEMENTS BY PURCHASER AND PARENT

                   11.1 S. Rashkin and Purchaser shall enter into the employment
agreement  in  accordance  with the terms  contained  in Exhibit  "G" hereto and
Purchaser  shall enter into a consulting  agreement in accordance with the terms
contained in Exhibit "G-1" hereto.

                   11.2 Parent shall comply with the obligations with respect to
the  issuance of options and the  registration  of the options  and/or of shares
purchased  pursuant to the  exercise  of the  options set forth in S.  Rashkin's
Employment Agreement.

                                   ARTICLE 12
                       STOCKHOLDER'S CONDITIONS TO CLOSING

                  12.1  Stockholder  shall have the  absolute  right in its sole
discretion to waive any Closing requirement at or before Closing. If Stockholder
does not  waive  its  rights  in whole or in part and  Purchaser  is not  ready,
willing and able to perform as of Closing,  Stockholder  shall have the right to
terminate this Agreement upon written notice to Purchaser. In the event of such
termination,  all of Stockholder's  obligations  shall terminate without further
loss, damage, cost, claim, right or remedy in favor of Purchaser.
                   The obligation of Stockholder to consummate the  transactions
contemplated by this Agreement is, unless waived by Stockholder,  subject to the
fulfillment, on or before the Closing, of each of the following conditions:
                   (a) No third party  injunction or restraining  order shall be
in  effect  which  prohibits,  restricts  or  enjoins,  and no suit,  action  or
proceeding shall be pending which seeks to prohibit,  restrict, enjoin, nullify,
seek material damages with respect to or otherwise  materially  adversely affect
the consummation of the transactions contemplated hereby;
                   (b) All  covenants  of Purchaser  under this  Agreement to be
performed  prior to the  Closing  shall  have  been  performed  in all  material
respects,  except to the extent  attributable to actions expressly  permitted or
consented to by Stockholder in writing;
                   (c)  At  the  Closing,  Stockholder  shall  have  received  a
certificate, executed by the President and Secretary of the Purchaser (effective
as  of  the  Closing),   and  in  form  and  content  reasonably  acceptable  to
Stockholder,  certifying  the  truth and  accuracy  of the  representations  and
warranties of the Purchaser herein contained;
                   (d)   Stockholder   shall  have  received  from  Purchaser  a
certificate  from the Department of State of the State of Delaware to the effect
that Purchaser is in good standing in such state;
                   (e) All material authorizations,  approvals or waivers of any
federal or state regulatory bodies shall have been obtained;
                   (f)  Stockholder   shall  have  received  all   certificates,
instruments, agreements and other documents to be delivered at or before Closing
as  provided  in this  Agreement  and a  certificate  signed  by an  officer  of
Purchaser  confirming  the matters set forth in sections  (a),  (b), (c) and (e)
above;
                   (g) Purchaser  shall tender to Stockholder the Purchase Price
required to be paid at Closing in immediately  available  funds by check or bank
wire to an account designated by Stockholder;
                   (h)  Purchaser   shall   satisfy  all   Purchaser   Clearance
Requirements;
                   (i) The lease with R. Rashkin,  being  assigned to Purchaser,
shall provide for a term of two years from the Closing Date;  
                   (j)   Purchaser   shall  provide  to   Stockholder   evidence
reasonably  acceptable to Stockholder  that Purchaser has or shall have obtained
adequate  capital   resources,   including  any  credit  facility  or  borrowing
availability,  sufficient to fund payroll and  associated  payroll taxes for all
Billable Employees for six weeks after the Closing Date (which, based on current
payroll, is $4,700,000) in addition to the Purchase Price;
                   (k) Purchaser  shall have delivered to  Stockholder  evidence
that it has in place liability and worker's  compensation  insurance relating to
its  conduct of business  after the Closing  Date in amounts and under terms and
conditions customary for such a business; and
                   (l) All  conditions to the  Company's and the  Stockholder's,
DTS' and RRA's  performance  under the DTS Agreement and the RRA Agreement shall
have been satisfied or waived.

                                   ARTICLE 13
                        PURCHASER'S CONDITIONS TO CLOSING

                   13.1  Purchaser  shall  have the  absolute  right in its sole
discretion to waive any Closing  requirement at or before Closing.  If Purchaser
does not waive its rights in whole or in part and  Stockholder  and  Company are
not ready,  willing and able to perform as of Closing,  Purchaser shall have the
right to  terminate  this  Agreement  upon  written  notice to  Stockholder  and
Company.  In the  event of such  termination,  except  as  provided  in  Section
14.1(b),  all of Purchaser's  obligations  shall terminate without further loss,
damage, cost, claim, right or remedy in favor of the Company or Stockholder.
                  The  obligation  of Purchaser to consummate  the  transactions
contemplated  by this  Agreement is, unless waived by Purchaser,  subject to the
fulfillment, on or before the Closing, of each of the following conditions:

                   (a) All  required  consents  shall have been  received by the
Purchaser, including, but not limited to, all consents and approvals required to
permit the  Purchaser  to enjoy after the Closing  Date all rights and  benefits
presenting enjoyed by Company; provided, however, if Company and the Stockholder
are unable to obtain a consent prior to Closing, Purchaser shall receive 
assurances as it deems reasonable in its discretion that it will receive
such consents in a reasonable time after the Closing Date;
                   (b) No  injunction  or  restraining  order shall be in effect
which prohibits,restricts or enjoins, and no suit, action or proceeding shall be
pending  which seeks to  prohibit,  restrict,  enjoin,  nullify,  seek  material
damages  with  respect  to  or  otherwise   materially   adversely   affect  the
consummation of the transactions contemplated hereby;
                   (c) All covenants of Company and the  Stockholder  under this
Agreement to be performed  prior to the Closing shall have been performed in all
material  respects,  except to the  extent  attributable  to  actions  expressly
permitted or consented to by Purchaser in writing;
                   (d)  At  the  Closing,   Purchaser   shall  have  received  a
certificate,  executed by the  President  and  Secretary  of the Company and the
Stockholder  (effective as of the Closing),  and in form and content  reasonably
acceptable   to   Purchaser,   certifying   the  truth  and   accuracy   of  the
representations  and  warranties  of the  Company  and  the  Stockholder  herein
contained;                   
                   (e)  Purchaser  shall have  received  from the  Stockholder a
certificate  from the  Arizona  Corporation  Commission  to the effect  that the
Company is in good standing in such state;
                   (f)  Purchaser  has  received  such  documentation  as may be
necessary to establish that Purchaser is not required to withhold any portion of
the Purchase  Price pursuant to Section 1445 of the Code  (substantially  in the
form of Exhibit Y hereto);

                   (g)   Purchaser   shall  have   received  all   certificates,
instruments, agreements and other documents to be delivered by Stockholder at or
before Closing as provided in 5.2 and elsewhere in this  Agreement,  including a
certificate  signed by an officer of the Company and the Stockholder  confirming
the matters set forth in sections (b), (c), (e) and (f) above;

                   (h) Prior to the Closing  there shall not have  occurred  any
material  adverse  change in the Business,  nor shall any event have occurred or
condition  exist  which,  with the passage of time or the giving of notice,  may
cause or create any such adverse material change;

                   (i) Prior to the Closing, all corporate and other proceedings
in  connection  with the  transactions  contemplated  by this  Agreement and all
documents and  instruments  incident to such  transactions  shall be in form and
content reasonably  satisfactory to Purchaser and its counsel, and Purchaser and
its counsel shall have received all counterpart  originals or certified or other
copies of such documents and instruments as they may reasonably request;

                   (j) All statutory  requirements for the valid consummation by
the Stockholder and Company of the transactions herein described shall have been
fully and timely satisfied;  all  authorizations,  consents and approvals of all
federal,  state and local governmental  agencies and authorities  required to be
obtained in order to permit  consummation  by  Stockholder  of the  transactions
herein  described,  and/or to permit the Business to continue  unimpaired in all
material respects immediately following the Closing shall have been obtained and
shall be in full  force and  effect;  and no action or  proceeding  to  suspend,
revoke, cancel, terminate, modify or alter any of such authorizations,  consents
or approvals shall be pending or threatened;

                   (k)  Purchaser  shall  have  received  all the  documentation
required to be delivered to it pursuant the provisions of the Agreement;

                   (l)  Purchaser  shall have  received an opinion of counsel to
Stockholder  and the Company with respect to those  matters set forth on Exhibit
"Z" hereto;

                   (m) The lease with R. Rashkin shall be amended to provide for
a term of two years from the Closing Date;

                   (n)  Purchaser,   its  lawyers  and  accountants  shall  have
conducted a review of the Company and its contracts, business and operations and
the Purchaser shall be satisfied with such review, provided that Purchaser shall
have  completed its due  diligence by April 19, 1996,  except to the extent that
Purchaser  shall have advised  Stockholder  and Company by April 19, 1996 of all
open matters regarding such due diligence; and

                   (o) All conditions to Purchaser's  performance  under the DTS
Agreement and the RRA Agreement shall have been satisfied or waived.

                                   ARTICLE 14
                                   TERMINATION

                   14.1  Termination.  (a)  Anything  herein or elsewhere to the
contrary notwithstanding,  this Agreement and any agreement ancillary hereto may
be terminated and the  transactions  contemplated  hereby  abandoned at any time
prior to or at the Closing by:

                   (i) mutual consent of Stockholder and Purchaser;

                   (ii)  Stockholder,  if any of the  conditions  set  forth  in
Article 12 shall not have been met and shall not have been waived by Stockholder
as of the  Closing  Date,  and at such time  Stockholder  and Company are not in
material breach or default of their obligations contained in this Agreement; or

                   (iii)  Purchaser,  if any  of the  conditions  set  forth  in
Article 13 shall not have been met and shall not have been  waived by  Purchaser
as of the Closing
Date, and at such time Purchaser is not in material  breach or default of any of
its obligations contained in this Agreement.

                  (b)  In  the  event  the   transactions   hereunder   are  not
consummated  by  Purchaser  (i) solely  because it fails to obtain  financing as
provided in Section  12.1(j),  or (ii) the Company and the  Stockholder  fail to
obtain  consents to the assignment of Contracts,  as provided in Section 13.1(a)
solely  because  the  customer  is  not  satisfied  with  Purchaser's  financial
condition  and has so stated in writing,  and  Purchaser is not willing to close
without such consents, Purchaser shall pay the Company's and Stockholder's legal
expenses incurred in connection  herewith and under the Purchase  Agreement with
RRA  and  DTS in an  aggregate  amount  not to  exceed  Forty  Thousand  Dollars
($40,000).
                  (c) Any party desiring to terminate this Agreement pursuant to
this Article 14 shall give notice of such  termination to the other party hereto
in accordance with Section 19.7.

                  14.2     Effect of Termination.

                   (a) If  this  Agreement  is  terminated  in  accordance  with
Section 14.1,  then all rights and  obligations of the parties  hereunder  shall
terminate  and  be of  no  further  effect;  provided,  however,  that  no  such
termination  shall  relieve  any  party  of  liability  for  any  breach  of its
obligations under this Agreement prior to such termination.

                                   ARTICLE 15
                               PUBLIC ANNOUNCEMENT

                  The  Company  and  Stockholder  recognize  and agree  that the
Purchaser is a public company and that the Company and the Stockholder  will not
make any public  announcement  concerning this Agreement or the negotiations and
to keep same confidential  unless given written permission from the Purchaser to
make  any  announcement  or  otherwise   disclose  the  information   except  as
contemplated  by Section  3.2.  Purchaser  shall have the right to announce  the
transaction contemplated hereby and/or the negotiations between the parties upon
prior notice to the Company and whether or not the  announcement  is required by
law  regulation or the rules of any public stock  exchange on which  Purchaser's
stock  is  listed.   Purchaser  will  give  the  Company  prior  notice  of  any
announcement it believes is necessary or proper.

                                   ARTICLE 16
                               NEGATIVE COVENANTS

                  16.1 It is understood by the parties  herein that the negative
covenants  contained  in this  Section  and the one  following  are a prime  and
essential  consideration  on which  Purchaser  will rely  prior to and after the
Closing Date in consummating this Agreement

                  16.2  Stockholder  agrees that in consideration of the sale of
its stock to  Purchaser  that for a period of five (5) years  after the  Closing
Date, he will not:

                   (a) directly or indirectly, own, manage, operate, control, be
employed by,  participate  in, render service to,  solicit  customers for, or be
connected  with  any  business  which  competes  with  Purchaser,  or any of its
affiliated corporations within the states where Seller does business;

                   (b) either  directly or indirectly,  either for themselves or
for any other person, partnership,  firm, company,  corporation or other entity,
contact,  solicit, accept any business from, purchase from, divert, or take away
any of the  customers or potential  customers of Seller or customers  known from
previous employment or association of Seller by or with the Rashkin Companies or
any  predecessor  in interest of the Rashkin  Companies  or that any employee or
former  shareholder,  director  or officer  of the  Rashkin  Companies  may have
contacted or been assigned at any time during the three (3) year period prior to
the date hereof; or

                   (c) approach directly or indirectly any employee (billable or
staff)  without  regard to location for the purpose of attempting to or actually
soliciting  or hiring  that  employee  from  its/his  account or the  account of
another.

                   16.3 It is recognized by the Company and Stockholder  that an
action for damages may not be an adequate  remedy for  Purchaser in the event of
the breach of any of the negative  covenants  contained in this  Agreement,  and
therefore,  it is agreed that in addition to any other rights Purchaser may have
in the event of a breach of this  Agreement,  Purchaser  shall have the right to
judicial  enforcement of said covenants by way of injunction,  restraining order
or any other similar equitable relief. If any portion of the foregoing covenants
is invalid or unenforceable  due to area or time, such fact shall not affect the
validity or enforceability of the remaining  portions or prevent  enforcement of
restrictions  to the  extent  a court of  competent  jurisdiction  may  consider
reasonable.  The  parties  agree  that in any event said  restrictions  shall be
enforced to the maximum extent permitted by law.

                   16.4  The  time  period  of the  negative  covenant  shall be
extended  for a period of time  equal to that time  period  utilized  during the
pendency of any action for enforcement

                   16.5 The Company will deliver negative covenant agreements in
the form annexed as Exhibit "AA" for those employees  designated by Purchaser at
least  ten days  prior  to  Closing. 

                              ARTICLE 17 NO BROKERS

                   17.1 Each party  represents  and  warrants  to the other that
there are no claims for  brokerage  commissions  or finders'  fees in connection
with  the  transactions  contemplated  hereby  with  the  exception  of  Marc D.
Freedman.  Marc D.  Freedman  will be paid by  Purchaser  in  accordance  with a
separate  agreement by and among Marc D.  Freedman,  the Rashkin  Companies,  S.
Rashkin, R. Rashkin and the Purchaser.


                                   ARTICLE 18
                                FEES AND EXPENSES

                  18.1 Except as herein otherwise provided,  each of the parties
hereto  shall pay its own  legal  and  accounting  charges  and  other  expenses
incident  to the  execution  of  this  Agreement  and  the  consummation  of the
transactions contemplated hereby.
                                   ARTICLE 19
                                  MISCELLANEOUS

                  19.1 This Agreement may be executed  simultaneously  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.  All  covenants  and
agreements  made by or on behalf of any of the parties  hereto  shall be binding
upon and inure to the benefit of their respective successors and assigns, unless
otherwise  specifically  set forth  herein.  The terms  and  provisions  of this
Agreement  may not be  modified  or  amended,  except in  writing  signed by all
parties  hereto.  No  representations,  warranties,  or  covenants,  express  or
implied,  have been made by any party to this  Agreement in connection  with the
subject matter  hereof,  except as expressly set forth in this Agreement and the
exhibits  hereto.  The headings in this  Agreement  are for the  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.
                  19.2  No  terms  and  provisions  hereof,  including,  without
limitation,  the terms  and  provisions  contained  in this  sentence,  shall be
waived,  modified  or  altered  so as to impose any  additional  obligations  or
liability or grant any additional right or remedy, and no custom,  payment, act,
knowledge,  extension of time, favor or indulgence,  gratuitous or otherwise, or
words or  silence  at any  time,  shall  impose  any  additional  obligation  or
liability  or grant  any  additional  right or  remedy  or be deemed a waiver or
release of any obligation,  liability,  right or remedy except as set forth in a
written  instrument  properly  executed and  delivered by the party sought to be
charged,  expressly  stating that it is, and the extent to which it is, intended
to be so effective. No assent, express or implied, by either party, or waiver by
either party,  to or of any breach of any term or provision of this Agreement or
of the exhibits or schedules  shall be deemed to be an assent or waiver to or of
such or any succeeding breach of the same or any other such term or provision.
                  19.3 The captions of this  Agreement are for  convenience  and
reference  only,  and in no way define,  describe,  extend or limit the scope or
intent of this Agreement or the intent of any provisions hereof.
                  19.4  Stockholder  agrees that he will, at any time before and
after the  Closing,  execute and deliver all  additional  documents,  and do any
other acts or things that may be  reasonably  requested by Purchaser in order to
further perfect Purchaser's rights and interests contemplated hereunder and that
they will aid in the prosecution, defense or other litigation with third persons
of any rights arising from this Agreement, all without further consideration.
                  19.5 Jurisdiction. This Agreement shall be governed by laws of
the  State of New York.  Any  judicial  proceeding  brought  against  any of the
parties to this  Agreement on any dispute  arising out of this  Agreement or any
matter related hereto shall be brought in the courts of the State of New York or
the State of Arizona  or in the United  States  District  Court for the  Eastern
District of New York,  District of Arizona (or the Bankruptcy  Courts),  and, by
execution and delivery of this Agreement,  each of the parties to this Agreement
accepts  for itself or himself the  process in any action or  proceeding  by the
mailing of copies of such  process  to such  party at its or his  address as set
forth in  Section  19.7,  and  irrevocably  agrees  to be bound by any  judgment
rendered   thereby  in  connection  with  this  Agreement.   Each  party  hereto
irrevocably  waives to the fullest extent permitted by law any objection that it
or her may nor or  hereafter  have to the  laying of the  venue of any  judicial
proceeding  brought  in such  courts  and  any  claim  that  any  such  judicial
proceeding has been brought in an inconvenient  forum. The foregoing  consent to
jurisdiction  shall not constitute  general consent to service of process in the
State of New York or the State of Arizona  for any  purpose  except as  provided
above and shall not be deemed  to confer  rights on any  person  other  than the
respective parties to this Agreement.  EACH PARTY HERETO WAIVES TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING UNDER THIS AGREEMENT.
                  19.6  Captions.  The Article and Section  captions used herein
are for reference  purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.

                  19.7 Notices.   Unless otherwise  provided herein, any notice,
request, instruction or other document to be given hereunder by any party to any
other  party shall be in writing and shall be deemed to have been given (a) upon
personal  delivery,  if  delivered  by hand,  (b) three  days  after the date of
sending such notice by certified mail, return receipt requested, or (c) the next
business  day if sent by  facsimile  transmission  or by an over  night  courier
service,  and in each case of mailing,  postage  prepaid  and at the  respective
addresses or numbers set forth below:

               To Company:      Stanley Rashkin
                                      President
                                      Project Staffing Support Team, Inc.
                                      1858 E. Southern Avenue, #102
                                      Tempe, Arizona  85282
                                      Facsimile 602-345-1469

               With a copy to:        David E. Manch, Esq.
                                      Lewis and Roca
                                      40 N. Central Avenue
                                      Phoenix, Arizona  85004
                                      Facsimile 602-262-5747

               To Purchaser:          COMFORCE Technical Services, Inc.
                                      2001 Marcus Avenue
                                      Lake Success, New York 11042
                                      Attn:    President
                                      Facsimile 516/352-3362

               With a copy to:        David J. Hirsch, Esq.
                                      Doepken Keevican & Weiss
                                      37th Floor, USX Tower
                                      600 Grant Street
                                      Pittsburgh, Pennsylvania  15219
                                      Facsimile 412-355-2609

               To Stockholder:        Stanley Rashkin
                                      2079 East LaVieve
                                      Tempe, Arizona  85284

               With a copy to:        David E. Manch, Esq.
                                      Lewis and Roca
                                      40 N. Central Avenue
                                      Phoenix, Arizona  85004
               To Raphael
               Rashkin:               Raphael Rashkin
                                      117 Harbour Lane
                                      West Bayshore, NY  11706


               19.8 Parties in Interest.  This Agreement may not be transferred,
assigned,  pledged or  hypothecated  by Company,  Stockholder or Purchaser other
than by operation of law or with the prior  written  consent of the other party,
and any purported transfer,  assignment, pledge or hypothecation in violation of
this Section shall be void. This Agreement shall be binding upon and shall inure
to the  benefit  of the  parties  hereto  and their  respective  administrators,
successors and permitted  assigns.  Notwithstanding  the foregoing the Purchaser
may assign its rights and  obligations  hereunder  to one or more  affiliate  or
subsidiary   companies  whether  now  or  hereinafter   formed  upon  notice  to
Stockholder if Stockholder's rights would not be diminished thereby.
               19.9  Severability.  In the event any provision of this Agreement
is found to be void and  unenforceable  by a court of competent  jurisdiction or
arbitration panel, the remaining provisions of this Agreement shall nevertheless
be  binding  upon the  parties  with  the  same  effect  as  though  the void or
unenforceable part had been severed and deleted.
               19.10 Counterparts. This Agreement may be executed in one or more
counterparts,  each of which shall be deemed to be an original  but all of which
taken together shall constitute one instrument.
               19.11  Entire  Agreement.  This  Agreement  including  the  other
documents referred to herein,  contains the entire  understanding of the parties
hereto with  respect to the  purchase  of the assets  under this  Agreement  and
supersedes   all   other   prior   agreements,   correspondence,   conversation,
negotiations and understandings between the parties with respect to such subject
matter except as otherwise incorporated herein.
               19.12 Amendments.  This Agreement may not be changed orally,  but
only by an  agreement  in writing  signed by all of the parties  hereto,  and no
waiver of  compliance  with any  provision  or  condition  hereof and no consent
provided for herein  shall be effective  unless  evidenced by an  instrument  in
writing duly executed by the party hereto seeking to be charged with such waiver
or consent.
               19.13 Third Party  Beneficiaries.  Each party hereto intends that
this agreement shall not benefit or create any right or cause of action in or on
behalf  of any  person  other  than the  parties  hereto  and  their  respective
successors and assigns as permitted under Section 19.8.

               19.14 Gender.  As used in this  Agreement,  any gender includes a
reference  to all other  genders and the  singular  includes a reference  to the
plural and vice versa.

                                   ARTICLE 20
                                EFFECT OF CLOSING

               20.1     The terms of this  Agreement  shall survive  the Closing
and shall not become merged therein.
<PAGE>



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

ATTEST:                                     PROJECT STAFFING SUPPORT
                                            TEAM, INC.

______________________________              By: _____________________________

                                            Title:  President

                                            COMFORCE CORPORATION

                                            By _______________________________

                                            Title
- -------------------------------


ATTEST:                                     COMFORCE TECHNICAL
                                            SERVICES, INC.

- ---------------------------
By:_________________________________


Title:_______________________________



- ------------------------------------
                                            Stanley Rashkin, individually

                                             -----------------------------
                                            Raphael Rashkin, individually




                                  EXHIBIT 10.2


                            ASSET PURCHASE AGREEMENT
                                       DTS


               ASSET PURCHASE  AGREEMENT,  dated effective as of the 13th day of
May 1996, by and among CTS  ACQUISITION  CO. I  (hereinafter  referred to as the
"Purchaser"),  a Delaware corporation,  with its principal office at 2001 Marcus
Avenue,  Lake Success, NY 11042;  COMFORCE  CORPORATION  ("Parent"),  a Delaware
corporation,  with its principal office at 2001 Marcus Avenue,  Lake Success, NY
10042; DATATECH TECHNICAL SERVICES,  INC., an Arizona corporation ("Datatech" or
"Seller"),  with its principal offices located at 1858 E. Southern Avenue, Suite
102, Tempe, Arizona 85282; RAPHAEL RASHKIN, an individual residing at 117 Harbor
Lane, West Bayshore,  NY 11706 ("R.  Rashkin") and STANLEY RASHKIN ("S. Rashkin"
or "Stockholder"), residing at 2079 East LaVieve, Tempe, AZ 85284.
               WHEREAS,  the Seller desires to sell and the Purchaser desires to
acquire  certain  of the  assets of Seller for the  purchase  price  hereinafter
described and upon the terms and conditions hereinafter set forth;
               NOW,  THEREFORE,  in  consideration  of  such  sale  and  of  the
foregoing and of the mutual agreements hereinafter set forth, the parties hereto
do hereby agree as follows:
                                                     ARTICLE 1
                                                    DEFINITIONS

                   1.1 Certain  Definitions.  In  addition to the terms  defined
throughout  this  Agreement  (as defined),  the  following  terms shall have the
following  meanings (such meanings to be equally  applicable to the singular and
plural forms thereof):

                   "Affiliate"  means  any  other  Person  which,   directly  or
indirectly,  controls or is controlled  by or is under common  control with such
Person and, without  limiting the generality of the foregoing,  includes (i) any
Person  which  beneficially  owns or holds  25% or more of any  class of  voting
securities of such Person or 25% or more of the equity  interest in such Person,
(ii) any Person of which such Person  beneficially  owns or holds 25% or more of
any class of voting  securities  or in which such  Person  beneficially  owns or
holds 25% or more of the equity  interest in such Person and (iii) any director,
officer or employee of such  Person.  For the purposes of this  definition,  the
term "control" (including,  with correlative meanings, the terms "controlled by"
and "under common control with"), as used with respect to any Person,  means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the  management  and policies of such Person,  whether  through the
ownership of voting  securities or by contract or otherwise. 

                   "Agreement" means this Agreement  together with all exhibits,
schedules,  supplements  and documents as may be attached hereto or incorporated
herein by  reference  and the letter  agreement  dated  April 19,  1996  between
Purchaser,  Seller, Comforce Technical Services, Inc., RRA and PSST (the "Letter
Agreement").

                   "Assets"  means all of the  following  assets  other than the
Excluded  Assets of the Seller to the extent the same are utilized by the Seller
in connection with the operation of the Business as of the date hereof and/or at
any time prior to Closing:  (a)"General  Intangibles" - (i) all Seller's  right,
title and  interest in the names  "Datatech  Technical  Services,  Inc.",  "RRA,
Inc.",  "Project Staffing Support Team, Inc.",  "PSST",  any similar names, and,
all  Seller's  right,  title and  interest  in and to utilize any and all of the
following  associated with,  arising out of, relating to or utilized,  as of the
date  hereof,  in  connection  with  the  Business:  any  and all  trade  names,
trademarks,  copyrights,  service marks, logos and slogans  (including,  without
limitation,  all  registrations,  filings  and  certificates  and the  sole  and
exclusive  rights to file and/or prosecute any such  registrations,  filings and
certificates),  and (ii) all  Seller's  right,  title and  interest  in computer
software, programs, know-how, trade secrets and data bases used in the Business.
(b)"Customer  Materials"  - any and all  agreements,  orders,  requirements  and
inquiries from or with past, current or prospective  customers arising out of or
relating to the operation of the Business,  including  without  limitation,  the
contracts listed on Exhibit "C" "Contracts") and all work orders issued pursuant
thereto,  and all rights of Seller  thereunder.  (c)"Employee  Materials"  - all
information,  in whatever  medium  that it be  manifested,  depicted,  stored or
presented including, but not limited to, paper, hardcopy,  computer disks, tapes
and databases, with respect to Company Employees whose services are now provided
or have been  provided  or are to be provided  to  Customers,  and all rights of
Seller in such information and all rights and remedies of Seller with respect to
providing  to  current  and future  customers  the  future  services  of Company
Employees.  (d)"Real Property" - those leasehold  interests described on Exhibit
"A" annexed  hereto and made a part  hereof.  (e)"Records"  - the  originals  or
certified  copies  of  those  Business  or  financial  records  of  the  Seller,
evidencing the Customer  Materials,  Employee  Materials,  General  Intangibles,
Equipment and/or Company Employees,  including without limitation: (i) all files
and records pertinent,  relevant or in any way connected with the performance of
services  under the  Contracts;  (ii) all sales  records and  Customer  listings
dealing with or pertaining to former or prospective Customers, including but not
necessarily limited to records of sales calls and follow-ups  previously made in
connection with the solicitation of Business; (iii) all personnel files relating
to Company Employees wherever located,  in whatever form in which they exist and
whatever medium maintained or stored,  including but not necessarily  limited to
all payroll  records,  resume files  maintained by Seller  including  those with
respect to Company  Employees  currently  assigned to Customers  and those being
maintained for possible  future use by Seller in the  performance and conduct of
its Business,  all payroll  records,  and  year-to-date  earning  statements and
reports; and the originals of all permits,  licenses,  consents,  authorizations
and/or permissions for or with respect to the Business;  (f)"Equipment" - all of
the  tangible  personal  property  utilized by the  Company,  including  without
limitation, the office furniture, fixtures, supplies, brochures, sales material,
computer  equipment,  and any  other  equipment  owned  by the  Seller  wherever
located,  as set forth on Exhibit  "B"  annexed  hereto and made a part  hereof.
(g)"Vendor  Contracts" - all contracts  (other than the  Contracts)  pursuant to
which Seller is furnished goods or services. 

                   "Billable  Employees"  means Company  Employees who are as of
the Closing Date on assignment to Seller's Customers for whom a direct charge to
the Customer is made. 

                   "Business"  means  providing  one or more of a wide  range of
technical  and  consulting  services to customers  through the use of personnel,
including without limitation qualified designers,  drafters, engineers, computer
programmers,  systems  analysts,  technicians,  which  personnel  are  generally
utilized by the customers on a temporary,  project or peak period basis. Primary
lines of Business activity include  information  technology,  design,  drafting,
engineering,  and  technical  staff  augmentation  services.  The Business  also
includes the assumption of staffing of an entire  department,  service center or
discipline and providing human resource and other  administrative  services to a
Customer for a fee.

                   "Closing" means the  consummation of the within  transactions
including  the  execution  and  delivery  of  all  Assets,   funds,   documents,
certificates,   resolutions,  assignments  and  opinions  contemplated  in  this
Agreement.

                   "Closing  Date" means the  established  date for the Closing,
which date shall be May 10, 1996,  effective  12:00 a.m. on May 13, 1996 or such
other date as shall be agreed upon by the parties in accordance  with the Letter
Agreement.  

                   "Combined  Business"  means the Business of DTS, the Business
of PSST and the Business of RRA.  "Company  Employees" means those persons whose
services  have been  provided to  Customers by the Seller at any time during the
last 12 months  preceding the Closing Date and for whom a direct charge has been
made to the Customer.  This  definition  shall not  constitute an admission that
such  persons  are  employees  of Seller  under any legal  theory  ascribing  or
allocating  to Seller  responsibility  or liability for the acts or omissions of
such  persons. 

                   "Contingency  Escrow Agreement" means the Contingency  Escrow
Agreement  attached as Exhibit  "BB".  

                   "Customers"  means  those  Persons  to which  Seller has made
sales or rendered  services during any time 12 months prior to the Closing Date.

                   "Employee  Benefit  Plans" means the employee  benefit  plans
maintained by Seller listed on Exhibit "W".

                   "Excluded Assets" means (i) the accounts receivable of Seller
at Closing ; (ii) cash in banks;  (iii)  deposits  and  prepaid  expenses as set
forth in the  Seller's  financial  statements;  and (iv) the  McDonnell  Douglas
Contract  described in Section 3.6.

                   "GAAP" means generally accepted accounting  principles in the
United States of America.

                   "Indemnity  Escrow  Agreement"  means  the  Indemnity  Escrow
Agreement attached as Exhibit "X".

                   "Medical Plan" means the plan providing  medical benefits for
Seller's employees.

                   "Person"  means  an  individual,  a  corporation,  a  limited
liability company, a partnership,  an association, a business trust or any other
entity or  organization,  including a government or political  subdivision or an
agency or instrumentality thereof.

                   "Profit"  means the revenues of the  Business  less all costs
directly  associated with the Business  including but not limited to the cost of
collections,   direct  labor  charges,  fringes,  payroll  deductions,   workers
compensation  insurance,  benefits,  staff  salaries,  bonuses and costs,  rent,
telephone,  insurance,  sales, marketing,  and recruiting costs, other operating
expenses,  legal,  accounting and other  professional fees, charges for reserves
and accruals and interest  charges for financing the billable  employee  payroll
and on-going  business  operations,  but  excluding  (i) any interest or finance
charges  or  other  costs  of any  kind  directly  related  to the  transactions
contemplated  by this  Agreement,  (ii)  charges by a direct or indirect  parent
company of the Purchaser whereby the parent allocates its corporate  overhead to
the Business  (excluding  costs directly related to or incurred on behalf of the
Business),  and (iii) any costs and revenues related to such costs over which S.
Rashkin as  employee  of Parent or an  affiliate  of Parent has no control  (for
example,  without  limitation,  the costs of and the  revenues  from a  contract
required by Parent to be entered  into or an  employee  required by Parent to be
hired),  unless  S.  Rashkin  has been  terminated  for  cause  pursuant  to the
employment agreement attached as Exhibit "G" or has voluntarily resigned without
Purchaser, Parent or Parent's affiliate having breached its employment agreement
with S.  Rashkin.  Profit  shall be  calculated  on a pre-  income tax basis and
before deduction for depreciation,  amortization and interest charges other than
interest  and  other  charges  associated  with the  financing  of the  Billable
Employee payroll and on-going  operations.  (a)If workers  compensation  premium
expense or any other cost directly associated with the Business, as a percentage
of total labor billings, exceeds the cost that would have been attainable by the
Rashkin  Companies if this  transaction had never occurred after  accounting for
injuries or other  circumstances  relating to the conduct of the Business before
or after the Closing Date that affect such cost (the "Seller's  Historic Cost"),
such excess shall be excluded for purposes of calculating  Profit.  For purposes
of this  section,  Seller's  Historic  Cost shall  exclude  any excess  workers'
compensation  premium expense resulting because the current or future experience
modification  factor of any business of the Purchaser  Companies  other than the
Combined  Business is less favorable than that of the Rashkin  Companies.  (b)If
any cost  directly  associated  with the  Business  represents  a change  in the
Business itself as a profit center, including without limitation the acquisition
of a new business from another  business  entity and associated  expenses of the
acquired  business or the addition of personnel not associated  with  additional
revenues  such  as  a  central  processing  center  for  all  Purchaser  Company
operations,  the  Rashkin  Companies  shall have the  option to elect  either to
include in the  determination  of Profit both the revenues  and expenses  (other
than expenses allocated to the Business on a "head-count" basis) arising from or
in  connection  with the change in the  Business or to exclude both the revenues
and expenses  arising  from or in  connection  with the change in the  Business.
Notwithstanding  the foregoing,  if Purchaser  shall give the Rashkin  Companies
written  notice of any such changes,  the Rashkin  Companies  shall have 30 days
from the  receipt of such  notice to elect in a written  election  delivered  to
Purchaser  whether or not to include  the  revenues  and  expenses in its profit
center for purposes of  calculating  Profit.  Such election shall be binding for
all future  calculations of Profit.  If the Rashkin  Companies fail to make such
election within said time period,  the Rashkin Companies shall be deemed to have
elected to include the revenues  and expenses in their profit  center under this
Agreement,  and the Asset Purchase  Agreement between RRA and Comforce Technical
Services,  Inc.  and the Stock  Purchase  Agreement  between  PSST and  Comforce
Technical Services,  Inc. . (c)In determining  Profit,  accrued liabilities (for
example but without  limitation,  vacation  and  sickpay)  shall be  determined,
insofar as GAAP does not  specifically  prescribe a  methodology,  using (i) the
same  methodologies  currently  used  by  the  Rashkin  Companies  or  (ii)  the
methodology  actually  used by  Purchaser in its audited  financial  statements,
whichever  produces the lesser expense.  (d)The calculation of Profit under this
definition is subject to the dispute resolution  mechanism  described in Section
2.2. 
                   "Purchase  Price" has the  meaning  ascribed  in Article 2 of
this Agreement.
                   "Purchaser" has the meaning ascribed thereto in the Preamble.

                   "Purchaser  Company"  means Parent,  Purchaser,  and Comforce
Technical  Services,  Inc .

                   "Rashkin Company" shall mean collectively RRA, Inc.

("RRA"),  DTS, and Project Staffing Support Team, Inc.  ("PSST").  

                   "Receivables" shall have the meaning ascribed in Section 4.1.
"Section 401(k) Plan" means the DTS, Inc. 401(k) Plan.
 
                   "U.S.  $ or $" means the  currency  of the  United  States of
America

            1.2   Certain  Terms.    All  references  t o Articles and Sections
herein are to the  Articles  and  Sections of this  Agreement  unless  otherwise
specified.

                                    ARTICLE 2

                                ACQUISITION PRICE

                   2.1 Upon the  terms and  subject  to the  conditions  and the
performance of Seller's obligations and duties set forth in this Agreement,  and
in  consideration  for the conveyance,  transfer and assignment of the Assets of
Seller to  Purchaser,  Seller  shall  receive the  following  (the  "Acquisition
Price"):  (a) An initial payment  ("Initial  Payment") on the date of Closing of
$475,000 in cash,  wire or certified  funds  (collectively,  "Cash")  payable to
Seller.  (b) In addition to the Initial  Payment,  the Seller shall receive from
Purchaser  or  Parent  a  portion  of  the  earnings  of the  Combined  Business
(including earnings on any contracts entered into by the Combined Business after
Closing) in each annual period described  below,  equal to $33,333 per year as a
contingent  payout  ("Contingent  Payout"),  provided that the Combined Business
earns minimum  (pretax) Profits of $750,000 from the Closing Date until December
31, 1996 (reduced by $93,750.00  for each month after April 28, 1996 or pro rata
portion of such month after April 28 that the Closing Date occurs) (first annual
period) and  $850,000 in calendar  year 1997 (the second  annual  period) and in
calendar year 1997 (the third annual period) ("Minimum Profit").  The Contingent
Payout for each period shall be deposited by Purchaser or Parent with the escrow
agent under the Contingency Escrow Agreement,  within thirty (30) days after the
Minimum  Profit  for such  period  has been  achieved,  based on the  internally
prepared  year-to-date  income  statement  of the Combined  Business.  Under the
Contingency Escrow Agreement,  funds deposited with the escrow agent for each of
the three annual periods for which Minimum Profit is calculated  hereunder shall
be disbursed to Seller upon confirmation within sixty (60) days after the end of
each relevant  annual period that the Minimum  Profit for the full annual period
has been achieved as of the end of each such annual period.  It is  acknowledged
and agreed  that ten  percent  (10%) of the  Advance  Payments as defined in the
Letter  Agreement shall be allocated to Seller (the "Allocated  Amount") and the
Contingent Payout for each period shall be reduced by one third of the Allocated
Amount.  All  other  terms  of the  Letter  Agreement  remain  the  same and are
incorporated  herein (c) The calculation of Profit for each annual period of the
Contingent  Payout  shall stand alone and the Profits and  associated  revenues,
costs,  expenses,  losses,  allocations  and reserves shall not be attributed to
past or future periods nor carried forward or back to another period. Any annual
contingent  payment not earned  hereunder shall be retained by Purchaser.  It is
acknowledged  and agreed that one half of the Advance Payments as defined in the
Letter  Agreement  shall be  allocated to RRA (the  "Allocated  Amount") and the
Contingent Payout for each period shall be reduced by one third of the Allocated
Amount.  All  other  terms  of the  Letter  Agreement  remain  the  same and are
incorporated herein. (d) If, for any annual period, there is any material change
in annualized interest expense attributable to debt-financed accounts receivable
because of a change in the  percentage  of accounts  receivable  of the Business
which are debt financed  (when  compared  with the daily  average  percentage of
debt-financed  accounts  receivable for the one year period  immediately  before
Closing),  then the dollar  increase  or  decrease  in the  annualized  interest
expense  resulting  therefrom (as calculated under the following  sentence) will
either:  (A) be subtracted  from the Minimum Profit in the event of an increase;
or (B) added to the Minimum Profit,  in the event of a decrease.  (e) The dollar
increase or decrease in annualized  interest expense  resulting from a change in
the percentage of accounts  receivable that are debt-financed will be determined
by multiplying the increase or decrease in the percentage of accounts receivable
that are  debt-financed  by the average  daily  borrowing  base for the one year
period  prior to the  Closing.  Exhibit D annexed  hereto sets forth for example
purposes  only the  manner  in which  said  calculation  would be made  assuming
Seller's  percentage of accounts  receivable that are debt financed over the one
year period  immediately  before Closing is thirty percent (30%). (f) Subject to
the  terms  of this  Agreement,  and  Section  6(j) of S.  Rashkin's  Employment
Agreement with Purchaser, the Contingent Payments will be payable without regard
to S. Rashkin's continued employment with or R. Rashkin's continued service as a
consultant to the Purchaser or any Purchaser  Company at the time the Contingent
Payment would  otherwise be due and payable.  (g) Parent and Purchaser  shall be
jointly and  severally  obligated to pay the  Contingent  Payout  including  the
deposit of the  Contingent  Payout with the Escrow  Agent under the  Contingency
Escrow  Agreement  as provided in Section  2.1(b)  above. 

                   2.2  Purchaser  shall  provide  the  Seller  with  accounting
statements,  in reasonable detail, which will indicate the information necessary
to make the  calculations  referenced  in Section 2.1 above within 45 days after
the end of the respective  annual period,  provided that such information as may
be necessary or appropriate to make the calculations is provided to Parent by S.
Rashkin in his  capacity as President of the  Purchaser in  accordance  with the
Employment  Agreement  between himself and the Purchaser.  The  determination of
Profit and  calculation  of any  pay-out  will be made in  accordance  with GAAP
applied on a consistent basis for all periods before and after the Closing Date.
The statements  will be deemed final and correct  unless the Seller,  by written
notice  within 30 days from the date of delivery of the  accounting  statements,
contests  the  determination.  If the Seller  does not  contest  the  accounting
statements  within the 30 day period,  the statements will be deemed correct and
Seller  shall waive all right to contest the  statements.  Any notice  hereunder
must specify the reasons for disagreement in reasonable detail.  Upon receipt of
any such  notice,  if the  parties  cannot  settle any  disputes  or  grievances
relating to the calculations referred to in Section 2.1, within thirty (30) days
of the date of receipt by  Purchaser  of  Seller's  written  notice of  dispute,
Purchaser and Seller shall submit any such unresolved  dispute to an independent
accounting firm of national reputation appointed jointly by Purchaser and Seller
(neither  of which may  unreasonably  withhold or delay such  appointment)  (the
"Independent  Accounting  Firm").  The Independent  Accounting  Firm,  within 20
business days after appointment,  shall determine whether Profits for the annual
period with  respect to which the dispute has arisen are less than,  equal to or
greater than the Minimum Profit for that period.  If the Independent  Accounting
Firm determines  that Profits are equal to or greater than Minimum  Profit,  the
Purchaser  shall pay the  Contingent  Payout for the  disputed  period to Seller
within  three  (3)  business  days   thereafter  and  shall  pay  the  fees  and
disbursements of the Independent  Accounting Firm. If the Independent Accounting
Firm  determines  that  Profits are less than  Minimum  Profits for the disputed
period,  the  Seller  shall pay the fees and  disbursements  of the  Independent
Accounting Firm.

               2.3  Notwithstanding  any contrary  provision in this  Agreement,
except as set forth in Exhibit "E",  Purchaser  shall not assume any liabilities
of Seller, whether disclosed, undisclosed,  liquidated, contingent or otherwise,
except (i) liabilities  under the Contracts,  Vendor  Contracts and leases which
are assigned to Purchaser under this  Agreement,  (ii)  liabilities  pursuant to
employment  of Company  Employees  and other  employees  for which  Purchaser is
obligated  pursuant to Section 3.5; and (iii) liabilities in connection with the
Employee Benefit Plans as provided in Section 4.7.

                                    ARTICLE 3
                                     CLOSING

               3.1  The  Closing  for  the  transactions  contemplated  by  this
Agreement (the "Closing")  shall take place on or before the Closing Date at the
Arizona  offices of the Seller's  counsel or such other time and place as may be
mutually approved by the parties. The parties shall adjust all expenses on a pro
rata basis as of the Closing Date.

         3.2 Commencing with the execution of this  Agreement,  Seller agrees to
commence the preparation of and make diligent  application for, to follow up on,
and to actively and  diligently  pursue all  approvals  and consents  reasonably
requested by Purchaser including but not limited to the consents for approval of
assignment  of the  Contracts  in a form  reasonably  acceptable  to  Purchaser.
Purchaser  acknowledges  that  in  numerous  cases  such  consent  will  require
Purchaser  to  execute  confidentiality  and  nondisclosure  agreements  for the
benefit of third parties to the Contracts and will require  Purchaser to qualify
for security  clearances  acceptable  to such third  parties.  Seller  agrees to
direct and  coordinate  Purchaser's  preparation  of and  application  for, such
security  clearances  and  Purchaser  agrees to use its  diligent  best  efforts
including without limitation,  taking such actions as are within its ability and
control,  as  Seller  instructs  it to take to  obtain  the  necessary  security
clearances (collectively, "Purchaser Clearance Requirements").

         3.3 At the Closing, the Seller shall deliver the Assets to
the Purchaser.  Specifically, Seller shall deliver the following:

                   (a) All  Contracts,  Records and physical  embodiments of the
Assets;
                       
                   (b) Assignments of the Contracts  executed and approved by an
authorized  representative  of  Seller's  Customer,  in a form  satisfactory  to
Purchaser;
                      
                   (c) All  documents  necessary  to  convey  to  Purchaser  the
General Intangibles;
                      
                   (d) All keys, combinations, security devices and codes for or
with respect to all offices,  storage units, vaults, safety deposit boxes of the
Seller; (e) All computer software and programs, licenses, data bases utilized in
connection with the operation of the Business;
                        
                   (f) An assignment of Seller's  interest in the Real Property,
in the form of Exhibit F-1;
                        
                   (g) Executed counterparts, and/or copies, as the case may be,
of the  instruments  and documents  required to be delivered to the Purchaser at
the Closing as herein provided;
                        
                   (h) A Bill of Sale conveying title to the Equipment listed in
Exhibit "B", in the form annexed hereto as Exhibit "F";
                        
                   (i) A certified  copy of resolutions  adopted  unanimously by
the  Seller's  Boards of  Directors  authorizing  the  execution,  delivery  and
performance  by the Seller of this  Agreement and the  consummation  of the sale
contemplated  hereby,  or, at Purchaser's  option, a written consent executed by
all of the  stockholders  of the Seller  authorizing  and consenting to the sale
herein;

                   (j) A tax compliance certificate from all states in which the
Seller conducts or, within the one year preceding Closing,  conducted  business;
and
               
                   (k) Employment  agreements  between S. Rashkin and Evan Burks
and Purchaser  executed by them in substantially the same form as annexed hereto
as Exhibit  "G" and "H".  The Seller  will from time to time at the  Purchaser's
request,  whether  prior to,  at,  or after the  Closing,  and  without  further
consideration,  execute and deliver such further instruments and conveyances and
transfers, and take such other action as the Purchaser may reasonably require to
more  effectively  convey and transfer to the  Purchaser any of the assets being
sold hereunder.

               3.4 Immediately upon the Closing Date, Seller and its Stockholder
will cease and refrain from using the name "Datatech Technical Services,  Inc.",
"RRA, Inc.",  "Project Staffing Support Team, Inc.", "PSST", or any similar name
or derivation thereof except as provided in Section 3.6.
               3.5 Purchaser will upon Closing offer employment to all employees
of Seller except those employees  Purchaser  discloses to Seller upon completion
of its due diligence  under Section  13.1(o).  Purchaser does not guarantee that
any  such  employment  will  continue  for a  specified  period  and  may in its
discretion make any or all such employees at will employees, except as otherwise
provided in their  written  employment  agreements.  Nothing  herein  express or
implied  shall  confer upon any such  employee or any other person any rights or
remedies  including without  limitation,  any right to employment,  or continued
employment for any specified  period,  of any nature or kind whatsoever under or
by reason of this Agreement. Such employees who become employees of Purchaser on
the Closing Date shall be called "Transferred Employees."
               3.6 (a)  Purchaser  and  Seller  acknowledge  that  the  contract
between Seller and McDonnell  Douglas Systems,  Inc. formerly known as McDonnell
Douglas  Helicopter  Company  ("McDonnell  Douglas")  referenced by letter dated
March 1, 1994 and  purchase  order  issued  February  8, 1994 under P.O.  Number
543749 (the "McDonnell  Douglas Contract") is excluded from the assets purchased
by Purchaser under this Agreement, that Seller shall retain the right to provide
to McDonnell Douglas all Company  Employees  necessary in order to perform under
the McDonnell  Douglas  Contract,  and that Purchaser  will provide  services to
Seller in order to enable it to continue to perform under the McDonnell  Douglas
Contract  until its  expiration,  all as further  provided  in this  section and
notwithstanding any other provision to the contrary contained in this Agreement.
In return for providing services to Seller under this section,  Seller shall pay
to Purchaser an amount equal
to its Net  Margin (as  defined  in this  section)  from the  McDonnell  Douglas
Contract. In addition, Seller shall assist Purchaser in submitting a bid for any
contract from  McDonnell  Douglas to be let at or prior to the expiration of the
McDonnell Douglas Contract.
               (b) Net Margin from the McDonnell Douglas Contract shall mean net
revenues  from  such  contract  less  all  direct  payroll  and  payroll-related
expenses,  including without limitation taxes, workers'  compensation,  employee
benefits,  per diem,  travel,  interest and other costs of financing  applied to
payroll financed by Seller based on Purchaser's borrowing rate and calculated in
the same manner as required under Purchaser's financing agreement with its bank,
and  directly  related  benefits  administration  costs (for costs of 401(k) and
medical and liability  insurance,  among others with respect to the  performance
under the McDonnell Douglas Contract).
               (c) In order to permit  Seller  to  perform  under the  McDonnell
Douglas Contract,  Purchaser shall provide to Seller payroll services  typically
provided  by  payroll   service   firms,   including   without   limitation  tax
administration,   calculation  of  pay  and  providing  management  reports.  In
addition, the employees performing services under the McDonnell Douglas Contract
shall be permitted to continue as participants under the RRA, Inc. 401(k) Plan.
               (d) In order to permit  Seller  to  perform  under the  McDonnell
Douglas Contract,  Purchaser hereby grants,  effective as of the Closing Date, a
license to use the names "DTS" and "Datatech Technical Services, Inc." solely in
connection with Seller's  performance under the McDonnell Douglas Contract,  and
Purchaser  agrees that  Seller's  activities  under this section shall be exempt
from the  prohibitions  of  Article  16 for such time as the  McDonnell  Douglas
Contract is in effect.
               (e)  This  Section  3.6  shall  apply  to the  McDonnell  Douglas
Contract  only.  It shall not apply to any  extension,  renewals or  replacement
thereof.  Seller shall not amend, modify,  supplement or extend the terms of the
McDonnell  Douglas  Contract.  Seller shall use its  reasonable  best efforts to
assist  Purchaser in bidding for and/or  retaining  the business  subject to the
McDonnell  Douglas  Contract after the McDonnell  Douglas Contract expires or is
otherwise terminated.
               (f) Seller shall  maintain in effect  throughout  the term of the
McDonnell  Douglas  Contract  all  of the  liability  and  workers  compensation
insurance coverages it has in effect on the date hereof.
               (g) Notwithstanding  anything herein to the contrary,  in lieu of
the  arrangement  described  in 3.6(a) and (b), to the extent  possible,  Seller
shall pay Purchaser the gross revenues under the McDonnell  Douglas Contract and
Purchaser shall pay to Seller the gross revenues minus the Net Margin.
               3.7 On the Closing  Date,  Seller  shall  deliver to  Purchaser a
statement  of all prepaid  expenses and  deposits  that relate to Contracts  and
Vendor Contracts and leases which are assigned to Purchaser under this Agreement
and of other prepaid items (collectively,  the "Prepaid Items"), together with a
certificate of Seller  certifying that all of the Prepaid Items have been booked
as a refundable  deposit or accrued as prepaid expenses on the books and records
of Seller  maintained in  accordance  with GAAP and that, to the extent any such
item has been  billed to or is  chargeable  to a  customer,  that the  charge or
billing is not a receivable  of Seller and has not been paid to Seller as of the
Closing.  Purchaser shall at the Closing pay to Seller the amount of the Prepaid
Items accrued as of the Closing.
                                    ARTICLE 4

                       COLLECTION OF ACCOUNTS RECEIVABLE,
                   PAYMENT OF ACCOUNTS PAYABLE, ASSUMPTION OF
            EMPLOYEE BENEFIT PLANS AND OTHER POST-CLOSING OBLIGATIONS

               4.1  Purchaser  agrees  to  invoice  Seller's  Customers  for all
outstanding  sums legally due and owing Seller in  connection  with the Business
prior to the Closing Date  ("Receivables").  Seller  agrees to cooperate in this
effort and shall provide notice to such Customers to remit directly to Purchaser
and  to  provide   Purchaser   with  complete  and  accurate   information   and
documentation of the Receivables.  Purchaser shall pay to Seller all Receivables
collected,  less any documented  actual and  reasonable  expenses of collection,
including the hourly rate of labor associated with such collection, within three
days of  receipt.  Purchaser  shall use all  reasonable  efforts to collect  the
Receivables and shall provide Seller with monthly reports indicating the amounts
billed,  amounts received,  date of payment,  amounts  outstanding,  expenses of
collection in reasonable detail and any notice of any
counterclaim,  denial, set-off or refusal to pay. Seller shall have the right to
take reasonable actions to collect any Receivable;  provided,  however that such
actions  do not  materially  interfere  with  or  adversely  impact  Purchaser's
relationship with the Customer having the Receivable.
               4.2 Seller  shall  promptly  pay all  employee  wages and payroll
charges,  trade and other accounts  payable upon which it is obligated as of the
Closing Date. If Seller does not pay such non-assumed liability accounts payable
on the later of the due date  thereof  or the tenth day  following  notice  from
Purchaser to pay such accounts or give Purchaser notice that it has a dispute as
to the  amount  due  Purchaser  may pay or assume  such  accounts  payable,  and
thereafter,  such amounts shall be reimbursed by Seller to Purchaser, or, at the
Purchaser's option, may be applied by Purchaser against any monies due Seller.
               4.3 As of the Closing Date,  Purchaser  shall be substituted  for
the Seller as the employer and plan sponsor  under the Employee  Benefit  Plans,
and Seller shall take all corporate  action and shall execute all agreements and
instruments  necessary  to  accomplish  such  substitution.  From and  after the
Closing Date,  Purchaser  shall have full  responsibility  and liability for the
maintenance  and  operation  of the  Employee  Benefit  Plans and shall make all
contributions  and pay all claims and benefits under such Employee Benefit Plans
that arise on account of service of employees  covered under such plan and after
the Closing Date.
               4.4 Seller  shall be relieved  from  furnishing  Forms W-2 to any
Transferred Employee and Purchaser shall issue such Forms W-2 to the Transferred
Employees at the end of the 1996  calendar  year.  Such forms shall be issued as
required by law, and shall  reflect the wages paid and taxes  withheld by Seller
and by Purchaser  for such calendar  year.  Seller,  in accordance  with Revenue
Procedure  84-77,  shall  attach a  statement  to its Forms 941  explaining  any
discrepancy  reflected in the Seller's reports on Form W-3 and on Form 941. Such
statement shall include the name, address and employer  identification number of
Purchaser,  as the  successor  employer,  and a reference  to Revenue  Procedure
84-77.  Purchaser  shall  implement  the same  procedures  and  provide the same
information  to  explain  the  corresponding  differences  on its Form  941.  In
accordance with Rev. Proc.  84-77, all Forms W-4 that were provided to Seller by
the  Transferred  Employees  shall be transferred to Purchaser.  Purchaser shall
retain all such transferred Forms W-4 on file and shall deduct and


<PAGE>



withhold from the wages it pays to the Transferred  Employees in accordance with
the information provided in those forms, unless a Transferred Employee submits a
changed Form W-4.  Purchaser shall submit to the Internal  Revenue  Service,  in
accordance with Treasury Regulation ss. 31.3402(f)(2)-l(g),  copies of all Forms
W-4 received by Seller during the current and preceding calendar  quarters.  All
Form  W-4's  provided  to Seller  by any of the  Transferred  Employees  for the
current  calendar  year will be  transferred  to Purchaser,  and Purchaser  will
accept  and  retain  such  reports.  Seller  shall  provide  Purchaser  with all
information  necessary to implement this provision and fulfill the  requirements
of Revenue Procedure 84-77, including, without limitation,  information relating
to the wages paid and taxes withheld for each Transferred Employee. Seller shall
not  destroy  any  payroll or  employment  records it  maintains  for any of the
Transferred  Employees without  Purchaser's prior written consent.  Seller shall
transfer to Purchaser all Form I-9s and related materials it has for Transferred
Employees.
               4.5  Purchaser   shall  also  take  all  steps  necessary  to  be
considered  a  successor  employer  to the  Seller  for FICA,  FUTA and SUTA tax
purposes,  as described in Treasury Regulations ss.  31.3121(a)(1)-1(b)  and ss.
31.3302(e)-1 and applicable state laws and regulations.
               4.6 As of the Closing Date, S. Rashkin shall resign as Trustee of
the Retirement Plans and Purchaser shall provide evidence satisfactory to Seller
that a designee of Purchaser has become Trustee of the Plans.
               4.7      INTENTIONALLY OMITTED.
               4.8      INTENTIONALLY OMITTED.
               4.9      INTENTIONALLY OMITTED.
               4.10 Seller  shall (i) cure any  breaches  or  defaults  that may
exist on the Closing  Date,  with respect to any of the  contracts or agreements
assumed by Purchaser hereunder,  and (ii) make all payments due or to become due
thereunder  attributable to periods ending on or before the Closing Date. In the
event  Seller  fails to cure any such breach or default or make any such payment
when requested to do so by Purchaser,  Purchaser will have the right to cure any
such  breach  or  default  or make any such  payment  on or after  the tenth day
following  Purchaser's  request  that  Seller  do so.  Any  amounts  so  paid by
Purchaser to cure any such


<PAGE>



breach or default shall be reimbursed by Seller to Purchaser,  or at Purchaser's
option,  may be applied  against any moneys due Seller under the right of offset
granted in Section 8.3.
               4.11     INTENTIONALLY OMITTED.
        ARTICLE 5
                                      SELLER'S REPRESENTATIONS AND WARRANTIES
               In  order  to  induce  Purchaser  to  execute  and  perform  this
Agreement, the Seller hereby represents,  warrants,  covenants and agrees (which
representations,  survival warranties,  covenants and agreements shall be and be
deemed to be continuing and survive the execution and delivery of this Agreement
and the Closing Date) as follows:
               5.1 Seller is a corporation duly organized,  validly existing and
in good standing under the laws of the state of its incorporation, with the full
power and authority,  corporate and otherwise,  and with all licenses,  permits,
certifications,  registrations,  approvals, consents and franchises necessary to
own or lease and operate its properties and to conduct its Business as presently
being  conducted.  Seller  is  duly  qualified  to  do  business  as  a  foreign
corporation, and is in good standing, in all jurisdictions, if any, wherein such
qualification  is necessary in order to avoid a material adverse effect upon its
Business.
               5.2 Seller owns and has good and  marketable  title in and to the
Property and assets to be sold or  transferred  hereunder  free and clear of all
liens,  claims and encumbrances and rights and option of others except as herein
expressly provided to the contrary and except for the liens set forth on Exhibit
"L" ("Permitted Liens").
                5.3 The  Stockholder  owns  all of the  issued  and  outstanding
shares of stock of Seller as listed  on  Exhibit  "I" and at the  Closing  there
shall not be authorized and issued and  outstanding  any shares of capital stock
of Seller  and/or  rights to purchase  shares of capital  stock of Seller except
indicated on Exhibit "I". The issued and outstanding  shares of Seller have been
duly authorized and validly issued,  and all such  outstanding  shares are fully
paid and non  assessable.  At the  Closing  there will be no  outstanding  trust
agreements,  options,  warrants and similar rights to purchase shares of capital
stock.  There are no preemptive  rights.  During the period from the date hereof
through  the  Closing,  there will be no shares of the  capital  stock of Seller
issued.  Except for cash  dividends,  as to which there shall be no restriction,
and except as herein provided, no dividends or other distributions of the assets
of


<PAGE>



Seller  have or will be  declared  and/or  paid prior to the  Closing on or with
respect to the capital stock of any Seller.
               5.4 (i) The Seller has the full power and  authority  to execute,
deliver  and  perform  this  Agreement  and  to  consummate   the   transactions
contemplated  hereby;  (ii) the  execution,  delivery  and  performance  of this
Agreement,  the consummation by Seller of the transactions  herein  contemplated
and the  compliance  by Seller with the terms of this  Agreement  have been duly
authorized,  and this Agreement has been duly and properly authorized,  executed
and  delivered  by  Seller;  (iii)  this  Agreement  is the  valid  and  binding
obligation of Seller,  enforceable in accordance with its terms,  subject, as to
enforcement of remedies, to applicable bankruptcy,  insolvency,  reorganization,
moratorium  and other laws  affecting the rights of creditors  generally and the
discretion  of  courts  in  granting  equitable  remedies;  (iv) the  execution,
delivery and  performance  of this Agreement by Seller and the  consummation  by
Seller of the transactions  herein  contemplated does not, and will not, with or
without  the giving of notice or the lapse of time,  or both,  (A) result in any
violation of the articles of incorporation or bylaws of Seller,  (B) result in a
breach of or conflict  with any of the terms or  provisions  of, or constitute a
default under, or result in the modification or termination of, or result in the
creation or imposition of any lien,  security  interest,  charge or  encumbrance
upon  any of the  properties  or  assets  of  Seller  and/or  pursuant  to,  any
indenture, mortgage, note, contract, commitment or other agreement or instrument
to which Seller is a party or by which it or any of its properties or assets are
or may be bound or affected  (assuming for purposes of this  provision  that all
consents  referred to in Exhibit  "J" are  obtained);  (C) violate any  existing
applicable law, rule, regulation,  judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over Seller any of its
properties  or  businesses  that  would have a  material  adverse  effect on the
Seller,  or (D)  have  any  effect  on  any  agreement,  permit,  certification,
registration,  approval,  consent,  license or franchise necessary for Seller to
own or lease and operate any of its  properties and to conduct its businesses or
the  ability  of Seller  to make use  thereof  (assuming  for  purposes  of this
provision  that all  consents  referred  to in  Exhibit  "J" are  obtained).  No
consent, approval,  authorization or order of any court, Customer,  governmental
agency,  authority or body and/or any party to an agreement to which Seller is a
party and/or by which it is bound, is required in
<PAGE>
connection  with the  execution,  delivery and  performance  of this  Agreement,
and/or  the  consummation  by Seller of the  transactions  contemplated  by this
Agreement except as noted on Exhibit "J".
               5.5 Seller is not in violation of, or in default  under,  (i) any
term or provision of its articles of incorporation or bylaws;  (ii) any material
term  or  provision  or  any  financial  covenant  of any  indenture,  mortgage,
contract,  commitment or other agreement or instrument to which it is a party or
by which it or any of its properties or business is or may be bound or affected;
or (iii) any existing  applicable  law,  rule,  regulation,  judgment,  order or
decree  of any  governmental  agency  or  court,  domestic  or  foreign,  having
jurisdiction  over  it or  any of  its  properties  or  business.  Seller  owns,
possesses  or  has  obtained  all  governmental  and  other  licenses,  permits,
certifications,  registrations,  approvals or consents and other  authorizations
necessary to own or lease, as the case may be, and to operate its properties and
to conduct its  business  or  operations  as  presently  conducted  and all such
governmental  and  other  licenses,  permits,   certifications,   registrations,
approvals,  consents  and  other  authorizations  are  outstanding  and in  good
standing,  and  there are no  proceedings  pending  or, to the best of  Seller's
knowledge,  threatened,  or any basis  therefore  existing,  seeking  to cancel,
terminate  or  limit  such  licenses,  permits,  certifications,  registrations,
approvals or consents or authorizations.
               5.6 Prior to the date hereof  Seller has  delivered  to Purchaser
the audited consolidated financial statements of Seller described on Exhibit "K"
annexed hereto and made a part hereof  ("Financial  Statements").  The Financial
Statements fairly present the financial  position of Seller as of the respective
dates thereof and the results of operations,  and changes in financial  position
of the  Seller,  for  each of the  periods  covered  thereby  and are  true  and
accurate.  The  Financial  Statements  have been  prepared  in  conformity  with
generally  accepted  accounting  principles,   applied  on  a  consistent  basis
throughout  the entire  periods  involved.  As of the date of any balance  sheet
forming a part of the  Financial  Statements,  and  except as and to the  extent
reflected  or  reserved  against  therein,  Seller  did not  have  any  material
liabilities,  debts,  obligations or claims  (absolute or  contingent)  asserted
against it and/or  which should have been  reflected  in a balance  sheet or the
notes thereto, and all assets reflected thereon are
<PAGE>

properly  reported and present  fairly the value of the assets therein stated in
accordance with generally accepted accounting principles.
               5.7  The   financial  and  other  books  and  records  of  Seller
(including those forming a part of the Assets) (i) are in all material  respects
true, complete and correct and have, at all times, been maintained in accordance
with good  business  and  accounting  practices;  (ii)  contain a  complete  and
accurate  description,  and specify  the  location,  of all  trucks,  machinery,
equipment,  furniture, supplies, tools, drawings and all other tangible personal
property  (collectively the "Personal Property") owned by, in the possession of,
or used by Seller in connection with the operation of its Business in the normal
course of business;  (iii) except as set forth on Exhibit "L" annexed hereto and
made a part  hereof,  none of such  Personal  Property is leased or subject to a
security  agreement,  conditional  sales  contract or other title  retention  or
security  agreement or is other than in the  possession of and under the control
of Seller,  (iv) the  Personal  Property  reflected  in such  books and  records
constitutes all of the tangible personal  property  necessary for the conduct by
Seller  of its  Business  as now  conducted;  and all of the  same is in  normal
operating  condition and the use thereof as presently  employed  conforms to all
applicable laws and regulations.
               5.8 Annexed hereto and labeled Exhibit "A" is a schedule  setting
forth a description of each parcel of improved or unimproved real property owned
by or leased to Seller. Exhibit "A" is true correct and complete in all respect;
each of such  leases are in full  force and  effect  with no event of default in
existence or event or occurrence  which,  with the passage of time and/or giving
of notice would or could mature into an event of default thereunder.
               5.9 Seller  owns all rights to utilize  its  General  Intangibles
free and clear of all liens,  claims and  encumbrances and rights and options of
third  parties   (including  without  limitation  former  or  present  officers,
directors,  stockholders,  employees  and  agent,  but  excluding  the rights of
licensors) other than Permitted Liens;  Seller has not licensed or leased any of
the General Intangibles and/or any interest therein to any person and/or entity;
to the best of Seller's  knowledge Seller has not infringed,  nor is infringing,
upon the rights of others with  respect to the General  Intangibles;  and Seller
has not received any notice of conflict with the asserted  rights of others with
respect to the General Intangibles and Seller knows of no
<PAGE>

basis therefor;  and to the best of Seller's  knowledge no others have infringed
upon the General Intangibles.
               5.10 The  Customer  Materials,  Employee  Materials  and  Records
represent all of such materials at any time utilized in connection with, arising
out of or  relating  to the  Business;  and  neither  Seller nor, to the best of
Seller's  knowledge,  any employee,  officer,  director or stockholder of Seller
have or shall retain copies  thereof and have not prior to the date hereof,  and
shall not prior to the Closing,  provide to any person or entity or authorize or
permit another to utilize any of such Customer Materials,  Employee Materials or
Records and/or the information therein or thereon reflected.
               5.11  Seller  did  not  have  any  material  liabilities,  debts,
obligations or claims asserted against it, whether accrued, absolute, contingent
or otherwise,  and whether due or to become due, including,  but not limited to,
liabilities on account of due and unpaid taxes,  other  governmental  charges or
lawsuits except as reflected in the Financial Statements or as listed on Exhibit
"M".
               5.12 Since the date of the most recent  balance sheet included in
the  Financial  Statements,  there has been no  material  adverse  change to the
business  of Seller  and  Seller  has not,  except as set forth on  Exhibit  "N"
annexed hereto and made a part hereof,  (i) incurred any obligation or liability
(absolute  or  contingent,   secured  or  unsecured)   except   obligations  and
liabilities  incurred in the ordinary course of the operation or business of its
Business as carried on at and prior to such date; (ii) canceled, without payment
in full,  any notes,  loans or other  obligations  receivable  or other debts or
claims held by it other than in the  ordinary  course of  business;  (iii) sold,
assigned, transferred, abandoned, mortgaged, pledged or subjected to lien (other
than  Permitted  Liens)  any  contract,  permit,  license,  franchise  or  other
agreement  other than sales or other  dispositions  of goods or  services in the
ordinary  course of business at customary  prices;  (iv) increased  compensation
payable to any of its officers,  directors or other  employees  including in the
term "compensation",  salaries, fringe benefits,  pensions, profit participation
and  payment of benefits of any kind  whatsoever;  (v) entered  into any line of
business  other  than  that  conducted  by it on such date or  entered  into any
transaction not in the ordinary course of its business;  (vi) conducted any line
of business in any manner except by  transactions  customary in the operation of
its business as conducted on such date;
<PAGE>

(vii) declared,  made or paid, or set aside for payment,  any non-cash dividends
or other  non-cash  distribution  on any  shares of its  capital  stock;  (viii)
changed or modified any  accounting  practice;  (ix) waived any rights under any
Contracts  that may have a material  adverse  effect upon  Seller;  (x) made any
capital  expenditure  except  as set forth on  Exhibit  "M" or as  permitted  by
Section 3.2; (xi) paid any amounts to  shareholders  except the usual salary and
benefits  (provided  that bonuses  have been paid to S. Rashkin  pursuant to his
employment  agreement with Seller);  or (xii) entered into any agreement to take
any of the actions above referenced.
               5.13 Seller has not incurred any  liability for any finder's fees
or similar  payments in connection  with the  transactions  herein  contemplated
except as set forth herein.
               5.14 Except as set forth on Exhibit "O" annexed hereto and made a
part  hereof,  the Seller is not in default  under the terms of any  outstanding
agreement which is material to the business,  operations,  properties, assets or
condition of Seller;  and there exists no event of default or event which,  with
notice and/or the passage of time, or both, would constitute any such default.
               5.15 Except as set forth on Exhibit "P" annexed hereto and made a
part hereof, there are no claims,  actions,  suits,  proceedings,  arbitrations,
investigations  or inquiries  against  Seller  before any court or  governmental
agency,  court  or  tribunal,  domestic,  or  foreign,  or  before  any  private
arbitration  tribunal,  pending,  or, to the best of the  knowledge  of  Seller,
threatened against Seller or involving its properties or businesses; nor, to the
best of the knowledge of Seller, is there any basis for any such claim,  action,
suit, proceeding, arbitration, investigation or inquiry to be made by any person
and/or entity,  including  without  limitation any Customer,  supplier,  lender,
stockholder,  former  or  current  employee,  agent or  landlord.  There  are no
outstanding  orders,  judgments or decrees or any court,  governmental agency or
other tribunal  specifically  naming Seller and/or enjoining Seller from taking,
or requiring  Seller to take,  any action,  and/or by which  Seller,  and/or its
properties or businesses are bound or subject.
               5.16 Seller has filed all federal, state, municipal and local tax
returns (whether  relating to income,  sales,  franchise,  withholding,  real or
personal property,  employment or otherwise) required to be filed under the laws
of the United States and all applicable states,
<PAGE>

and has been paid in full all taxes which are due  pursuant  to such  returns or
claimed  to be due by any  taxing  authority  or  otherwise  due and  owing.  No
penalties  or other  charges  are or will  become  due with  respect to the late
filing of any such return.  To the best of the  knowledge  of Seller,  after due
investigation,  each such tax return  heretofore  filed by Seller  correctly and
accurately  reflects  the  amount of its tax  liability  thereunder.  Seller has
withheld,  collected  and paid all other levies,  assessments,  license fees and
taxes to the extent  required and, with respect to payments,  to the extent that
the same have become due and payable.
               5.17 Since the date of the most recent  balance sheet included in
the  Financial  Statements,  Seller  has  not  sustained  any  material  loss or
interference  with its  business  of any kind  nature or  description  including
without  limitation,  from  fire,  storm,  explosion,  flood or other  casualty,
whether  or not  covered  by  insurance,  or from any labor  dispute or court or
governmental  action,  order or decree;  nor have there  been,  and prior to the
Closing,  there will not be, any material  adverse  change in or  affecting  the
general affairs, management, financial condition,  stockholders' equity, results
of operations or properties of Seller.
               5.18  Except  as  set  forth  in  Exhibit  "Q",  Seller  has  not
experienced any actual or to the best of Seller's knowledge been threatened with
any employee  strikes,  work  stoppages,  slow-downs,  or lock-outs,  or had any
material  change in the terms of its  agreements  with the  employees  of Seller
which would adversely affect Seller, and none are imminent.
               5.19  Neither   Seller  nor  its  present  or  former   officers,
directors,  employees or agents  (including  any third party acting on behalf of
Seller) have:  (i) directly or  indirectly,  made or authorized to be made,  any
bribes,  kickbacks or other payments of a similar nature, whether lawful or not,
to any person or entity,  public or  private,  regardless  of the form  thereof,
whether  in money,  property  or  services,  to obtain  favorable  treatment  in
securing  business  or to obtain  special  concessions  or to pay for  favorable
treatment for business secured or for special concessions already obtained; (ii)
paid  funds or  property  of any kind was  donated,  loaned  or made  available,
directly or indirectly,  for the benefit of, or for the purpose of opposing, any
government or  subdivision  thereof,  political  party,  candidate or committee,
either  domestic  or  foreign  except by  natural  persons  in their  individual
capacities; (iii) made any loans, donations, or other disbursements, directly or
indirectly, to officers or employees
<PAGE>

of the Seller for contributions made, or to be made, directly or indirectly, for
the benefit of, or for the purpose of opposing,  any  government or  subdivision
thereof, political party, candidate or committee, either domestic or foreign; or
(iv) maintained a bank account or other account of any kind, whether domestic or
foreign,  which account was not reflected in the corporate  books and records or
which account was not listed, titled or identified in the name of Seller.
               5.20 The  corporate  record  books of  Seller  have been duly and
properly maintained, are in good order, complete,  accurate, up to date and have
all necessary signatures, and set forth all meetings and actions heretofore held
and/or taken by the stockholders and/or directors of Seller, as the case may be,
and/or as set forth in all  certificates  of votes of  stockholders or directors
heretofore furnished to anyone at any time. Seller has utilized its best efforts
to  maintain  the  files and  inventory  of  resumes  in a  current  and  usable
condition.
                5.21  The  copies  of the  articles  of  incorporation  (and all
amendments thereto) and the bylaws of Seller heretofore delivered by the Seller,
are true,  correct and complete in all respects;  are, and shall remain, in full
force and effect;  and shall not be altered,  amended,  modified,  terminated or
rescinded  prior  to the  Closing  without  the  prior  written  consent  of the
Purchaser in each instance.
                5.22 The  Stockholders,  officers  and  members of the Boards of
Directors  of Seller are as set forth on Exhibit "R"  annexed  hereto and made a
part hereof; and during the period from the date hereof until the Closing, there
shall be no change in such  officerships  and/or  memberships  without the prior
written consent of the Purchaser in each instance.
                5.23 No  officer or  director  of Seller  (and/or  any member of
their  respective  immediate  families)  has a  financial  interest  (direct  or
indirect) in any competitor,  supplier or customer of Seller, RRA or PSST, other
than ownership of less than 1% of the  outstanding  voting stock of any publicly
traded company.
                5.24 Each of the  Contracts  on Exhibit "C"  annexed  hereto and
made a part hereof are in full force and effect, have not been altered, amended,
modified,  terminated or rescinded,  are fully  enforceable  in accordance  with
their respective terms.
                5.25 Other than as set forth on Exhibit "S"  annexed  hereto and
made a part  hereof,  Seller is not a party  (i) to any  contract  or  agreement
calling for the payment of more
<PAGE>
than  $10,000  per annum or  $25,000 in the  aggregate  and/or  which  cannot be
terminated on no more than 90 days prior written notice from Seller to the other
party thereto; (ii) to any profit sharing, bonus, deferred compensation, pension
or retirement plan,  severance policy or other similar agreement or arrangement;
(iii) to any  collective  bargaining  agreement;  or (iv) to any  agreement  not
entered into in the ordinary course of business.
                5.26 The  Contracts  are  effective and there exists no material
breach or default with respect to same. The copies of those Contracts  delivered
to Purchaser as a condition to Closing  shall be accurate and complete and there
exist no amendments with respect to same which shall not be disclosed. Except as
noted as Exhibit  "C",  Seller  knows no present  condition or set of facts with
respect  to  either  amendment  of terms or  performance  pursuant  to which the
requirements  for  personnel in such  contracts  shall  materially be reduced or
changed adversely. Seller is not presently aware of any past deficiencies in its
performance of services under such  contracts  that might  materially  adversely
affect the continuation of supplying services under such contracts.
                5.27 Except as set forth on Exhibit "T", there have been no past
proceedings nor are there any proceedings now pending nor, to Seller's knowledge
or belief,  threatened against Seller before the National Labor Relations Board,
State Department of Labor,  State Commission on Human Rights and  Opportunities,
State Department of Labor, Equal Employment  Opportunity Commission or any other
local,  state or Federal agencies having  jurisdiction over employee rights with
respect to hiring, tenure, conditions of employment within the three year period
prior to the execution of this Agreement.
                5.28 Seller, to the best of its knowledge and belief, represents
that it has properly made, reported and remitted all appropriate federal,  state
and local payroll related  deductions and taxes  including:  FICA, FUTA, SUI and
income tax  withholdings  presently due and owing;  all applicable Sales and Use
Taxes;  and further  warrants that it will report and remit all withholdings and
taxes due for activities prior to the Closing Date.
                5.29 None of the  contracts  referenced  or listed on Exhibit"C"
were  obtained  or  executed   based  in  whole  or  in  part  on  the  fact  or
representation  that Seller is a minority or woman owned or operated business or
a small  business  enterprise as those or similar terms are deemed by Federal or
state statutes or regulations.


<PAGE>



                5.30  Seller has not been the  subject  of any union  organizing
activity and there have been no attempts to unionize the employees of Seller.
                5.31 Seller has paid all employees in accordance with applicable
local,  state and federal  law. All  employees  have been paid  appropriate  and
correct premium wages where applicable.
                5.32 Seller has not  retained  the  services of any  independent
contractor or consultant for assignment to Customers except as listed on Exhibit
"U," annexed hereto and made a part hereof.
                5.33  There  are  no  contracts,  agreements,  or  arrangements,
written or oral,  relating to the  conduct of the  business of Seller to be sold
hereunder to which  Seller is a party or is bound,  except as may be referred to
in this Agreement, or any schedule or exhibit annexed hereto.
                5.34 Exhibit "V" contains  complete,  correct and current copies
of all  insurance  policies  in  effect  as of the time of this  agreement.  The
policies  in place are in full force and effect  and  insure  against  risks and
liabilities,  and in amounts and under terms and  conditions  customary  for the
business in which Seller is engaged.  Seller shall keep such  coverage in effect
through the date of Closing.
               5.35     Each of Seller's Employee Benefit Plans is listed on 
Exhibit "W".
               5.36     Seller does not (and has not in the past) maintained a 
defined benefit pension plan, or made any contributions to a multiemployer
pension plan, as thatterm is defined in Section 3(3) of the Employee Retirement
Income Security Act
of 1974.
               5.37 With respect to the Employee Benefit Plans, to the knowledge
of Seller,  each such Employee Benefit Plan (and each related trust or insurance
contract)  complies in form and in operation in all material  respects  with the
applicable  requirements  of ERISA and the  Internal  Revenue  Code of 1986 (the
"Code").
               5.38 All contributions and insurance premiums that are due to the
Plans on or before the Closing Date have been paid in full.
               5.39     INTENTIONALLY OMITTED.
               5.40 Seller has provided to Buyer  complete and correct copies of
the Employee  Benefit Plans,  including  each plan document and any  amendments,
trust agreements, insurance


<PAGE>



contracts, summary plan descriptions,  and administrative service agreements and
IRS determination letters.
                5.41 The representations, warranties, covenants and agreement of
the Seller contained in this Agreement are true, complete,  accurate and correct
in all  respects as of the date hereof and shall be true,  accurate  and correct
and complete, in all respects as of the Closing; and will not contain any untrue
statement of any  material  fact,  or omit to state a material  fact in order to
make any or all of such representations and warranties not materially misleading
as of this date and as of the Closing Date;  and at the Closing the Seller shall
deliver to the Purchaser a certificate,  executed by Seller remaking each of the
Seller's representations,  warranties, covenants and agreement set forth in this
Agreement, including without limitation, those set forth in this Section 5.41.
               5.42     The Assets and the Excluded Assets constitute all of the
assets owned by Seller which are used in the Business.

                                    ARTICLE 6
                   PURCHASER'S REPRESENTATIONS AND WARRANTIES

                 The Purchaser  represents  and warrants to Seller as follows:
                6.1 The  Purchaser  is a  corporation  duly  organized,  validly
existing  and in good  standing  under and by virtue of the laws of the State of
Delaware,  and the  execution  and delivery of this  Agreement  and the purchase
contemplated  hereby have been duly authorized by all necessary corporate action
on the part of the Purchaser.
               6.2 The Purchaser has corporate power to execute and perform this
Agreement, and to consummate the transactions contemplated hereby.
               6.3 The execution and  performance of this Agreement by Purchaser
will not conflict with, or result in a breach of, any of the terms,  conditions,
or provisions of any law or any regulations,  order, writ, injunction, or decree
of any court or  governmental  instrumentality,  or of the corporate  charter or
by-laws of the Purchaser or of any agreement,  whether written or oral, or other
instrument to which it is a party or by which it is bound,  or constitute  (with
the giving of notice or the passage of time, or both) a default thereunder.

<PAGE>

                                    ARTICLE 7
                             ACCESS AND INFORMATION

               7.1 From and  after  the  Closing  Date,  and for a period of six
years  thereafter,  Seller shall give to the Purchaser,  and the Purchaser shall
maintain  the same intact and shall not remove or destroy  the same  without the
written  consent of the Seller for its records,  operating  books and  financial
records (other than corporate records) relating to the Business  (including paid
supplier invoices,  customers'  billings and payroll records and returns).  From
and after the  Closing  Date,  the  Purchaser  shall  give to the Seller and its
representatives  from time to time upon request of the Seller full access during
normal  working  hours  to any  and  all  books,  contracts  and  other  records
(including  credit  files) of Seller left in the  possession  of the  Purchaser,
including the right to make copies thereof.
                7.2 From and after the Closing  Date,  the Seller  shall give to
the  Purchaser  and its  representatives  from time to time upon  request of the
Purchaser  full access during normal  working hours to all books,  contracts and
other  records,  including  credit  files,  which are not to be  conveyed to the
Purchaser  hereunder and which are relevant to the present  Business  which have
been retained in the Seller's possession,  including the right to make copies of
relevant  portions  thereof.  The Seller shall be  obligated to give  reasonable
notice of not less than  thirty  (30) days in  writing to the  Purchaser  of the
Seller's  intention to dispose of or destroy any such books,  contracts or other
records related to the Business and shall, at the Purchaser's request, turn over
to the Purchaser any of the books  contracts,  or other records set forth in any
such notice to the extent that they relate to the Business.
                                                     ARTICLE 8

                                            INDEMNIFICATION AND OFF SET

               8.1 In  addition  to the  indemnifications  set  forth  in  other
sections hereof and subject to the limitations  provided in Section 8.2, Seller,
Stockholder and R. Rashkin, jointly and severally agree to indemnify, exonerate,
defend and save the Purchaser, its Affiliates,  officers,  directors,  employees
and  representatives  (collectively  the  "Purchaser"  for the  purposes of this
Article 8) harmless from, against, for and in respect of the full amounts of any
and all damages,  losses, demands,  obligations,  tax, interest,  penalty, suit,
judgment,


<PAGE>



order,  lien,   liabilities,   debts,   claims,   actions,   causes  of  action,
encumbrances, costs and expenses, whether administrative, judicial or otherwise,
of every kind and nature, including, without limitation,  reasonable attorneys',
consultants',   accountants'  and  expert  witness  fees,  suffered,  sustained,
incurred or  required to be paid at any time after the Closing by the  Purchaser
based  upon,  arising  out  of,  resulting  from  or  because  of the  following
(collectively, "Loss"):
                        (a)  any obligations of the Seller, the other Rashkin 
Companies, Stockholder or R. Rashkin incurred in connection with the making and 
performance of this Agreement or the RRA Agreement or the PSST Agreement ;
                        (b)   all obligations and liabilities of Seller or any 
other Rashkin Company  whatsoever,  whether disclosed or undisclosed,  absolute 
or contingent, direct or indirect due or to become due, now existing or arising 
hereafter,  not assumed by Purchaser pursuant to this Agreement or the RRA 
Agreement or the PSST Agreement;
                        (c)  the untruth, inaccuracy, incompleteness, violation
or breach of any representation, warranty, agreement, undertaking or covenant of
Seller, Stockholder, the other Rashkin Companies or R. Rashkin;

                   (d) any claims made against or expense  incurred by Purchaser
including,  but  not  limited  to,  those  with  respect  to the  conditions  or
operations  of Seller or the  other  Rashkin  Companies  made by  regulatory  or
administrative  agencies  having  jurisdiction  over Seller or the other Rashkin
Companies  resulting  from  violations  of  local,  state  or  federal  laws  or
regulations by Seller or the other Rashkin  Companies or any of their respective
agents,  servants or employees,  or resulting from a failure to collect or remit
state or local taxes, arising prior to the Closing;

                   (e)  any   claims,   actions,   proceeding,   suit,   demand,
assessment,  settlement or judgment  incident to,  arising out of, or related to
(i) that certain  accident in Mesa,  Arizona on  September  27, 1994 between two
helicopters,  one of which was piloted by James  Hilligardt (the  "Incident") or
(ii) the McDonnell Douglas Contract  including but not limited to, the following
claims or potential claims: (i) Sylvia Hilligardt's  workers' compensation claim
for widow's benefits;  (ii) McDonnell Douglas' potential indemnity claim for any
workers'  compensation  benefits  it may  be  obligated  to  pay;  (iii)  Sylvia
Hilligardt's  wrongful death claim; (iv) McDonnell Douglas' potential  indemnity
claim for any  wrongful  death  damages  it may be  obligated  to pay;  (v) Phil
Smith's  personal  injury  lawsuit;  (vi) McDonnell  Douglas'  and/or the United
States  Army's  potential  claim for  property  damage to the Apache  helicopter
involved in the accident;  (vii) McDonnell Douglas' potential claim for property
damage to its NOTAR  helicopter  involved in the accident;  and (viii) McDonnell
Douglas'  potential claim for incidental and  miscellaneous  expenses related to
the helicopter accident.

                   (f) Any  loss to PSST in  connection  with  the wage and hour
audit by the  Department  of Labor  related to  involvement  with Cable  Systems
International, Inc. regarding exempt vs. non-exempt classification issues.

                   (g) All  reasonable  costs and expenses  (including,  without
limitation, reasonable attorneys' fees, interest, and penalties) incurred by the
Purchaser in connection with any action, suit, proceeding, demand, assessment or
judgment incident to any of the matters indemnified against.

                   (h)  Notwithstanding  anything  in  this  Section  8  to  the
contrary,  R.  Rashkin  shall have no liability  or  indemnification  obligation
relating to or arising from the McDonnell Douglas Contract or the Incident.  8.2
The  indemnification  obligations  under Section 8.1 shall be subject to a limit
calculated with reference to all of the  indemnification  obligations of Seller,
PSST, RRA, S. Rashkin,  and R. Rashkin under this Agreement,  under the Purchase
Agreement (the "RRA  Agreement")  between RRA and Comforce  Technical  Services,
Inc., and under the Purchase  Agreement (the "PSST Agreement")  between PSST and
Comforce  Technical  Services,  Inc. as follows:  the maximum aggregate personal
liability  of Seller,  PSST,  RRA, S.  Rashkin,  and R.  Rashkin  under all such
agreements shall be the aggregate purchase price for the Assets of PSST, RRA and
DTS under such agreements. The personal liability of Stockholder and R.
Rashkin  under  Section 8.1 shall not be  effective  until  Purchaser  has first
unsuccessfully  sought recourse against the Seller,  unless Purchaser reasonably
believes that  judgement  against the Seller cannot be satisfied in full or that
its ability to make  collection  in full from  Stockholder  or R. Rashkin may be
impaired.  Nothing in the preceding  sentence shall affect or impair Purchaser's
right  under  Section  8.3 or under the  Escrow  Agreement,  which  shall not be
subject to said sentence.
               8.3 Seller  hereby  grants to Purchaser  the right of full offset
against  any  monies  due  Seller,  either  under  this  Agreement  or any other
agreement the Seller may have with Purchaser, or Purchaser's  Affiliates,  other
than  employment  agreements,  for the purpose of applying same to any sums that
might become due to Purchaser as a result of the indemnities herein made or as a
result of a breach of any of the covenants, representations or warranties herein
contained.  Said right of offset  shall in no way limit  Purchaser's  ability to
collect any funds due and owing to it from the Seller.
               8.4 In order to establish  security and a ready source of cash in
the event of any breach of any covenant,  agreement,  representation or warranty
contained in this  Agreement or the Datatech  Agreement,  Stockholder  agrees to
deposit at the  Closing  the sum of Six  Hundred  Twenty-Five  Thousand  Dollars
($625,000) into an Escrow Fund to be maintained in accordance with the terms the
Indemnity Escrow Agreement.  The amount deposited in escrow shall not constitute
a limitation of liability of any Rashkin Company, Stockholder or R. Rashkin.
               8.5 The  obligations  of Seller,  Stockholder  and R.  Rashkin to
indemnify  pursuant to Section 8.1 (and the  representations  and warranties set
forth  herein)  shall be for a period of five years  following  the Closing Date
provided;  however that the indemnification  under 8.1(e) shall extend until the
expiration of the applicable  statute of limitations or to the extent any claims
are pending of such time, the date that there is a final settlement agreement or
a final nonappealable order of a court with respect to such claims.
               8.6 Purchaser  indemnifies  Seller and Shareholder  from all Loss
incurred  as a result  of any  untrue  representation,  breach  of  warranty  or
non-fulfillment  of any  covenant  or  agreement  stated  in this  Agreement  by
Purchaser and any liabilities and claims of the Business  incurred in connection
with the making and performance of this Agreement after the Closing Date.
               8.7 Promptly  after any person  entitled to  indemnification  (an
"Indemnitee") receives notice of any potential Loss, Indemnitee must give notice
in writing to the indemnifying party;  provided,  however,  that failure to give
such notice shall not relieve the indemnifying party of its obligation hereunder
except  to  the  extent  the  indemnifying  party  is  prejudiced  thereby.  The
indemnifying  party must  assume the  defense  of the Loss and  Indemnitee  must
cooperate in connection with such defense. If Indemnitee  reasonably  determines
that  separate  counsel is necessary  (whether due to the existence of different
defenses,  potential conflicts of interest or otherwise), or if the indemnifying
party does not assume the defense,  then Indemnitee may employ separate counsel,
and  the  indemnifying  party  will  pay  such  counsel's  reasonable  fees  and
disbursements as incurred.
               8.8 If  indemnity  under this  Agreement is  unavailable  for any
reason,  then Purchaser,  Seller,  Stockholder and R. Rashkin will contribute to
the Loss for which  such  indemnity  is  unavailable  in such  proportion  as is
appropriate to reflect the relative benefits to Purchaser,  Seller,  Stockholder
and R.  Rashkin  in  connection  with  the  transactions  contemplated  by  this
Agreement.
                                    ARTICLE 9
                         EFFECTIVE DATES OF TRANSACTIONS

                   9.1 The effective date of the purchase and sale  contemplated
herein shall be midnight on the Closing Date.

                   9.2  In   amplification   of   the   above   stated   general
understanding  of the parties,  the following  provisions  will govern  specific
aspects of the change in ownership:  (a) In accordance  with Section 4.1 and 4.2
the Seller will retain all of Seller's accounts  receivable  (including unbilled
amounts  which will only  consist of billable  days or hours worked prior to the
Closing Date) and the proceeds therefrom for all business conducted on or before
that date,  and Seller will remain liable for all of its accounts  payable,  for
items actually delivered or services actually rendered,  all payroll obligations
including the deduction and payment to the  appropriate  Federal state and local
authorities for income tax  withholdings,  FICA, FUTA, SUI and all other payroll
deductions, and sales and use taxes accrued or incurred on or before the Closing
Date  ("Payables").  (b) The Purchaser  shall pay for all supplies and equipment
actually  delivered or services  actually  rendered  after the  effective  date,
provided,  however,  that such  supplies  and  equipment or such  services  were
purchased or rendered and  delivered in the ordinary  course of the business and
are necessary for the  continuation of the business.  (c) The Purchaser shall be
obligated to perform all  Contracts  and  purchase  orders with  Customers  with
respect  to items  not  performed  prior to  Closing  Date,  provided  that such
contracts and purchase orders were entered into by Seller in the ordinary course
of business,  disclosed to Purchaser prior to Closing, and further provided that
such obligations  arise from services  rendered on or after the date of Closing.
(d) All expenses paid or obligations  incurred by Seller, if any, as a result of
which  Purchaser will receive after Closing Date the benefit of a portion of the
consideration  for such  expenses  shall be  prorated  between the parties in an
equitable manner  reflecting the relative benefit received by each. All expenses
paid or  obligations  incurred by  Purchaser  (other than  Payables  and prepaid
expenses  and  deposits  under  Section  3.7) as a result  of which  Seller  has
received on or before Closing Date the benefit of a portion of the consideration
for such expenses shall be prorated  between the parties in an equitable  manner
reflecting the relative  benefit  received by each. All of such prorations shall
be made in accordance  with normal  business  practice.  (e) All  obligations of
Seller for commissions  payable to commission sales agents which relate to sales
made on or before effective date shall remain the obligation of the Seller.  (f)
All inquiries and communications received by the Seller after the effective date
will be forthwith  mailed to the  Purchaser to the extent the same relate to the
Business sold by the Seller  hereunder. 

                                   ARTICLE 10
                       COVENANTS AND AGREEMENTS BY SELLER

                   10.1  Conduct of  Business.  From the date  hereof  until the
Closing Date,  Seller  covenants  and agrees that:  (a) Seller shall operate the
Business  in the usual and  ordinary  course;  (b)  Seller  shall not  remove or
transfer any assets for less than full and fair  consideration,  provided  there
shall be no restrictions  on the payment of cash  dividends;  (c) Subject to the
requirement of satisfying  all Purchaser  Clearance  Requirements,  Seller shall
permit the officers and other authorized  representatives  of Purchaser (i) full
and  unrestricted  access,  from time to time and at one or more  times,  to the
plants,  properties,  offices  and books and  records of Seller,  during  normal
business hours,  and in connection with such books and records,  such inspection
shall be at the offices  where such  records are normally  maintained,  and such
parties shall be entitled to make copies of and abstracts from any of such books
and records;  (ii) the opportunity to meet,  correspond and communicate with the
officers, directors, employees, counsel and accountants to Seller, and to secure
from each such  information as such parties shall deem necessary or appropriate;
and (iii) to review and copy such other,  further and  additional  financial and
operating  data,  materials and information as to the business and operations of
Seller as may be  requested  by such  parties;  provided  however  that all such
information  and  material  secured  by  such  parties  in the  course  of  such
investigation shall be and be deemed to be confidential and shall be used solely
in connection with the transactions herein described,  and all written memoranda
and documents and/or other tangible evidence of such information shall either be
returned to the Seller and/or destroyed in the event the subject  acquisition is
not consummated. (d) Seller shall maintain all insurance coverages in full force
and effect.  (e) Seller shall use best efforts to retain the  Business'  current
employees so that they will remain  employable  after Closing.  (f) Seller shall
take and  perform  any and all  actions  necessary  to  render  accurate  and/or
maintain the  accuracy  of, all of the  representations  and  warranties  of the
Seller  and  Stockholder  herein  contained  and/or  satisfy  each  covenant  or
condition required to be performed or satisfied by the Seller and Stockholder at
or prior to the  Closing  and/or to cause or permit  the  implementation  of the
within acquisition.  (g) Seller shall not take or perform any action which would
or might cause any representation or warranty made by the Seller and Stockholder
herein  to be  rendered  inaccurate,  in whole  or in part  and/or  which  would
prevent,  inhibit  or  preclude  the  satisfaction,  in  whole or in part of any
covenant  required to be performed or satisfied by the Seller and Stockholder at
or prior to the Closing and/or the implementation of the within acquisition. (h)
Seller shall perform,  in all material respects all of its obligations under all
material  agreements,  leases and documents  relating to or affecting the Assets
and  the  Business;   and  use  its  best  efforts  to  preserve,   intact,  the
relationships  with Seller's  suppliers,  customers,  employees and other having
business  relations  with Seller so that the Business will be intact at Closing.
(i)  Seller  shall  immediately  advise  Purchaser  of any event,  condition  or
occurrence  which  constitutes or may, with the passage of time and/or giving of
notice  constitute,  a breach of any representation or warranty of any Seller or
Stockholder  herein contained  and/or which prevents,  inhibits or limits or may
prevent, inhibit or limit Seller or Stockholder from satisfying,  in full and on
a  timely  basis,  any  covenant,  term or  condition  herein  contained  and/or
implementing  this  Agreement.  (j) Subject to the requirement of satisfying all
Purchaser  Clearance  Requirements,   Seller  will  permit  access  to  Customer
representatives  and will accompany and introduce  Purchaser  representatives to
the  Customers  as may be  requested to make  inquiries  regarding,  among other
things,  Seller's  performance,  the  existence  of  any  defaults,  prices  and
prospects  for further work.  This access will not obviate or release  Seller or
Stockholder from liability for any  representation or warranty made with respect
to the Customers or Contracts.  Other than obligations to preserve  confidential
information  as  contained  in  this  Agreement,  the  Purchaser  shall  have no
liability with respect to or arising out of meeting with the  Customers,  except
as set forth in Section 14.1(b). (k) Neither Seller nor Stockholder will solicit
or entertain any offers through principals, agents or brokers to purchase, sell,
encumber or otherwise transfer any or all of the stock or assets of Seller, with
the  exception  of the sale of goods  or  services  in the  ordinary  course  of
business, unless and until this agreement has been terminated in accordance with
its terms.  Seller and  Stockholder  agree to promptly  notify  Purchaser in the
event either of them receive any such inquiry or offer.  (l) Not take any action
in the  singular  or  aggregate  which  results,  or with the passage of time is
likely to result in a material  adverse  change to the business or the prospects
of the business of Seller.


           ARTICLE 11 COVENANTS AND AGREEMENTS BY PURCHASER AND PARENT

                   11.1 S. Rashkin and Purchaser shall enter into the employment
agreement  in  accordance  with the terms  contained  in Exhibit  "G" hereto and
Purchaser  shall enter into a consulting  agreement in accordance with the terms
contained in Exhibit "G-1" hereto.

                   11.2 Parent shall comply with the obligations with respect to
the  issuance of options and the  registration  of the options  and/or of shares
purchased  pursuant to the  exercise  of the  options set forth in S.  Rashkin's
Employment Agreement.

                    ARTICLE 12 SELLER'S CONDITIONS TO CLOSING

                   12.1  Seller  shall  have  the  absolute  right  in its  sole
discretion to waive any Closing requirement at or before Closing. If Seller does
not waive its rights in whole or in part and Purchaser is not ready, willing and
able to perform as of Closing,  Seller  shall have the right to  terminate  this
Agreement  upon written notice to Purchaser.  In the event of such  termination,
all of Seller's  obligations shall terminate without further loss, damage, cost,
claim,  right or  remedy  in favor of  Purchaser.  The  obligation  of Seller to
consummate the transactions  contemplated by this Agreement is, unless waived by
Seller,  subject to the  fulfillment,  on or before the Closing,  of each of the
following  conditions:  (a) No third party injunction or restraining order shall
be in effect  which  prohibits,  restricts  or enjoins,  and no suit,  action or
proceeding shall be pending which seeks to prohibit,  restrict, enjoin, nullify,
seek material damages with respect to or otherwise  materially  adversely affect
the consummation of the transactions  contemplated  hereby; (b) All covenants of
Purchaser  under this Agreement to be performed  prior to the Closing shall have
been performed in all material  respects,  except to the extent  attributable to
actions  expressly  permitted or  consented to by Seller in writing;  (c) At the
Closing, Seller shall have received a certificate, executed by the President and
Secretary  of the  Purchaser  (effective  as of the  Closing),  and in form  and
content  reasonably  acceptable to Seller,  certifying the truth and accuracy of
the representations and warranties of the Purchaser herein contained; (d) Seller
shall have received from Purchaser a certificate from the Department of State of
the State of Delaware to the effect that  Purchaser is in good  standing in such
state; (e) All material  authorizations,  approvals or waivers of any federal or
state regulatory bodies shall have been obtained; (f) Seller shall have received
all certificates, instruments, agreements and other documents to be delivered at
or before Closing as provided in this  Agreement and a certificate  signed by an
officer of Purchaser  confirming the matters set forth in sections (a), (b), (c)
and (e) above;  (g) Purchaser shall tender to Seller the Purchase Price required
to be paid at Closing in immediately available finds by check or bank wire to an
account  designated  by  Seller;  (h)  Purchaser  shall  satisfy  all  Purchaser
Clearance  Requirements;  (i) The  lease  with R.  Rashkin,  being  assigned  to
Purchaser,  shall  provide  for a term of two years from the Closing  Date;  (j)
Purchaser shall provide to Seller evidence reasonably  acceptable to Seller that
Purchaser has or shall have obtained adequate capital  resources,  including any
credit  facility  or  borrowing  availability,  sufficient  to fund  payroll and
associated  payroll  taxes for all  Billable  Employees  for six weeks after the
Closing Date (which, based on current payroll, is $4,700,000) in addition to the
Purchase  Price;  (k) Purchaser  shall have delivered to Seller evidence that it
has in place  liability  and  worker's  compensation  insurance  relating to its
conduct of business  with the Assets after the Closing Date in amounts and under
terms and  conditions  customary for such a business;  and (l) All conditions to
Seller's  performance  under the PSST Agreement and the RRA Agreement shall have
been  satisfied or waived.  

                  ARTICLE 13 PURCHASER'S CONDITIONS TO CLOSING

                   13.1  Purchaser  shall  have the  absolute  right in its sole
discretion to waive any Closing  requirement at or before Closing.  If Purchaser
does not waive its rights in whole or in part and  Seller is not ready,  willing
and able to perform as of Closing,  Purchaser  shall have the right to terminate
this Agreement upon written notice to Seller.  In the event of such termination,
except as provided in Section  14.1(b),  all of  Purchaser's  obligations  shall
terminate without further loss, damage, cost, claim, right or remedy in favor of
Seller  or   Stockholder.   The   obligation  of  Purchaser  to  consummate  the
transactions  contemplated  by this  Agreement  is,  unless waived by Purchaser,
subject to the fulfillment,  on or before the Closing,  of each of the following
conditions: (a) All required consents shall have been received by the Purchaser,
including, but not limited to, all consents and approvals required to permit the
Purchaser  to enjoy after the Closing  Date all rights and  benefits  presenting
enjoyed by Seller;  provided,  however,  if Seller is unable to obtain a consent
prior to Closing,  Purchaser shall receive  assurances as it deems reasonable in
its discretion that it will receive such consents in a reasonable time after the
Closing Date;  (b) No injunction or  restraining  order shall be in effect which
prohibits,  restricts or enjoins,  and no suit,  action or  proceeding  shall be
pending  which seeks to  prohibit,  restrict,  enjoin,  nullify,  seek  material
damages  with  respect  to  or  otherwise   materially   adversely   affect  the
consummation  of the  transactions  contemplated  hereby;  (c) All  covenants of
Seller under this Agreement to be performed prior to the Closing shall have been
performed in all material respects, except to the extent attributable to actions
expressly permitted or consented to by Purchaser in writing; (d) At the Closing,
Purchaser  shall have  received a  certificate,  executed by the  President  and
Secretary of the Seller  (effective as of the Closing),  and in form and content
reasonably  acceptable  to Purchaser,  certifying  the truth and accuracy of the
representations  and  warranties of the Seller herein  contained;  (e) Purchaser
shall have received from the Seller a certificate  from the Arizona  Corporation
Commission  to the effect  that Seller is in good  standing  in such state;  (f)
Purchaser has received such  documentation as may be necessary to establish that
Purchaser is not required to withhold any portion of the Purchase Price pursuant
to Section 1445 of the Code  (substantially  in the form of Exhibit "Y" hereto);
(g)  Purchaser  shall  have  received  all  Assets,  certificates,  instruments,
agreements and other documents to be delivered by Seller at or before Closing as
provided in 5.2 and elsewhere in this Agreement,  including a certificate signed
by an officer of Seller  confirming  the matters set forth in sections (b), (c),
(e) and (f) above;  (h) Prior to the Closing  there shall not have  occurred any
material  adverse  change-in the Business,  nor shall any event have occurred or
condition  exist  which,  with the passage of time or the giving of notice,  may
cause or create any such adverse material change; (i) Prior to the Closing,  all
corporate and other proceedings in connection with the transactions contemplated
by  this  Agreement  and  all  documents  and   instruments   incident  to  such
transactions shall be in form and content  reasonably  satisfactory to Purchaser
and its  counsel,  and  Purchaser  and  its  counsel  shall  have  received  all
counterpart  originals  or  certified  or other  copies  of such  documents  and
instruments as they may reasonably request;  (j) All statutory  requirements for
the valid consummation by the Sellers of the transactions herein described shall
have been fully and timely satisfied; all authorizations, consents and approvals
of all federal,  state and local governmental  agencies and authorities required
to be obtained  in order to permit  consummation  by Seller of the  transactions
herein  described,  and/or to permit the Business to continue  unimpaired in all
material respects immediately following the Closing shall have been obtained and
shall be in full  force and  effect;  and no action or  proceeding  to  suspend,
revoke, cancel, terminate, modify or alter any of such authorizations,  consents
or approvals  shall be pending or threatened;  (k) Purchaser shall have received
all the documentation  required to be delivered to it pursuant the provisions of
the Agreement; (l) Purchaser shall have received an opinion of counsel to Seller
with  respect to those  matters set forth on Exhibit  "Z" hereto;  (m) The lease
with R.  Rashkin  shall be amended  to provide  for a term of two years from the
Closing Date; (n) Purchaser,  its lawyers and accountants shall have conducted a
review  of the  Seller  and  its  contracts,  business  and  operations  and the
Purchaser  shall be satisfied with such review,  provided that  Purchaser  shall
have  completed its due  diligence by April 19, 1996,  except to the extent that
Purchaser  shall  have  advised  Seller  by April 19,  1996 of all open  matters
regarding such due diligence;  and (o) All conditions to Purchaser's performance
under the PSST  Agreement  and the RRA  Agreement  shall have been  satisfied or
waived.


                                   ARTICLE 14
                                   TERMINATION

                   14.1  Termination.  (a)  Anything  herein or elsewhere to the
contrary notwithstanding,  this Agreement and any agreement ancillary hereto may
be terminated and the  transactions  contemplated  hereby  abandoned at any time
prior to or at the Closing by: (i) mutual consent of Seller and Purchaser;  (ii)
Seller, if any of the conditions set forth in Article 12 shall not have been met
and shall not have been  waived by Seller as of the  Closing  Date,  and at such
time Seller is not in material breach or default of its obligations contained in
this  Agreement;  or (iii)  Purchaser,  if any of the  conditions  set  forth in
Article 13 shall not have been met and shall not have been  waived by  Purchaser
as of the Closing Date, and at such time Purchaser is not in material  breach or
default of any of its obligations contained in this Agreement.  (b) In the event
the  transactions  hereunder are not consummated by Purchaser (i) solely because
it fails to obtain  financing  as  provided in Section  12.1(j),  or (ii) Seller
fails to obtain consents to the assignment of Contracts,  as provided in Section
13.1(a) solely because the customer is not satisfied with Purchaser's  financial
condition  and has so stated in writing,  and  Purchaser is not willing to close
without such consents,  Purchaser shall pay Seller's legal expenses  incurred in
connection  herewith  and under the  Purchase  Agreement  with RRA and DTS in an
amount not to exceed Forty Thousand Dollars ($40,000). (c) Any party desiring to
terminate this  Agreement  pursuant to this Article 14 shall give notice of such
termination to the other party hereto in accordance with Section 19.7.

                   14.2  Effect  of  Termination.   (a)  If  this  Agreement  is
terminated in accordance  with Section 14.1,  then all rights and obligations of
the parties  hereunder shall  terminate and be of no further  effect;  provided,
however,  that no such termination  shall relieve any party of liability for any
breach of its obligations under this Agreement prior to such termination.

                         ARTICLE 15 PUBLIC ANNOUNCEMENT

                   Seller and Stockholder recognize and agree that the Purchaser
is a public  company and that the Seller and the  Stockholder  will not make any
public  announcement  concerning this Agreement or the  negotiations and to keep
same confidential unless given written permission from the Purchaser to make any
announcement  or otherwise  disclose the  information  except as contemplated by
Section  3.2.  Purchaser  shall  have the  right  to  announce  the  transaction
contemplated  hereby  and/or the  negotiations  between the  parties  upon prior
notice to the Seller and  whether or not the  announcement  is  required  by law
regulation or the rules of any public stock exchange on which  Purchaser's stock
is listed.  Purchaser  will give  Seller  prior  notice of any  announcement  it
believes is necessary or proper.


                          ARTICLE 16 NEGATIVE COVENANTS


                   16.1 It is understood by the parties herein that the negative
covenants  contained  in this  Section  and the one  following  are a prime  and
essential  consideration  on which  Purchaser  will rely  prior to and after the
Closing Date in consummating  this Agreement

                   16.2 Seller and Stockholder  agree that in  consideration  of
the sale of its business to Purchaser  that for a period of five (5) years after
the Closing  Date,  they  jointly and  individually  will not:  (a)  directly or
indirectly,  own,  manage,  operate,  control,  be employed by,  participate in,
render  service to,  solicit  customers  for, or be connected  with any business
which competes with Purchaser,  or any of its affiliated corporations within the
states where Seller does business; (b) either directly or indirectly, either for
themselves or for any other person, partnership,  firm, company,  corporation or
other entity, contact, solicit, accept any business from, purchase from, divert,
or take  away any of the  customers  or  potential  customers  of  Purchaser  or
customers known from previous employment or association of Seller by or with the
Rashkin  Companies or any  predecessor  in interest of the Rashkin  Companies or
that any  employee  or former  shareholder,  director  or officer of the Rashkin
Companies  may have  contacted or been assigned at any time during the three (3)
year period prior to the date hereof; or (c) approach directly or indirectly any
employee  (billable  or staff)  without  regard to  location  for the purpose of
attempting  to or actually  soliciting  or hiring  that  employee  from  its/his
account or the account of another.

                   16.3 It is  recognized  by  Seller  and  Stockholder  that an
action for damages may not be an adequate  remedy for  Purchaser in the event of
the breach of any of the negative  covenants  contained in this  Agreement,  and
therefore,  it is agreed that in addition to any other rights Purchaser may have
in the event of a breach of this  Agreement,  Purchaser  shall have the right to
judicial  enforcement of said covenants by way of injunction,  restraining order
or any other similar equitable relief. If any portion of the foregoing covenants
is invalid or unenforceable  due to area or time, such fact shall not affect the
validity or enforceability of the remaining  portions or prevent  enforcement of
restrictions  to the  extent  a court of  competent  jurisdiction  may  consider
reasonable.  The  parties  agree  that in any event said  restrictions  shall be
enforced to the maximum  extent  permitted  by law.  16.4 The time period of the
negative  covenant  shall be  extended  for a period of time  equal to that time
period utilized  during the pendency of any action for  enforcement  16.5 Seller
will deliver  negative  covenant  agreements in the form annexed as Exhibit "AA"
for those employees designated by Purchaser at least ten days prior to Closing.
<PAGE>
                                   ARTICLE 17
                                   NO BROKERS

                   17.1 Each party  represents  and  warrants  to the other that
there are no claims for  brokerage  commissions  or finders'  fees in connection
with  the  transactions  contemplated  hereby  with  the  exception  of  Marc D.
Freedman.  Marc D.  Freedman  will be paid by  Purchaser  in  accordance  with a
separate  agreement by and among Marc D.  Freedman,  the Rashkin  Companies,  S.
Rashkin, R. Rashkin and the Purchaser. ARTICLE 18

                                FEES AND EXPENSES

                   18.1 Except as herein otherwise provided, each of the parties
hereto  shall pay its own  legal  and  accounting  charges  and  other  expenses
incident  to the  execution  of  this  Agreement  and  the  consummation  of the
transactions contemplated hereby.
                                                    
                                   ARTICLE 19
                                  MISCELLANEOUS

               19.1 This Agreement may be executed simultaneously 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.  All  covenants  and
agreements  made by or on behalf of any of the parties  hereto  shall be binding
upon and inure to the benefit of their respective successors and assigns, unless
otherwise  specifically  set forth  herein.  The terms  and  provisions  of this
Agreement  may not be  modified  or  amended,  except in  writing  signed by all
parties  hereto.  No  representations,  warranties,  or  covenants,  express  or
implied,  have been made by any party to this  Agreement in connection  with the
subject matter  hereof,  except as expressly set forth in this Agreement and the
exhibits  hereto.  The headings in this  Agreement  are for the  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.
               19.2  No  terms  and  provisions   hereof,   including,   without
limitation,  the terms  and  provisions  contained  in this  sentence,  shall be
waived,  modified  or  altered  so as to impose any  additional  obligations  or
liability or grant any additional right or remedy, and no custom,  payment, act,
knowledge,  extension of time, favor or indulgence,  gratuitous or otherwise, or
words or  silence  at any  time,  shall  impose  any  additional  obligation  or
liability  or grant  any  additional  right or  remedy  or be deemed a waiver or
release of any obligation,  liability,  right or remedy except as set forth in a
written  instrument  properly  executed and  delivered by the party sought to be
charged,  expressly  stating that it is, and the extent to which it is, intended
to be so effective. No assent, express or implied, by either party, or waiver by
either party,  to or of any breach of any term or provision of this Agreement or
of the exhibits or schedules  shall be deemed to be an assent or waiver to or of
such or any succeeding breach of the same or any other such term or provision.
               19.3     The captions of this Agreement are for convenience and 
reference only, and in no way define, describe, extend or limit the scope or 
intent of this Agreement or the intent of any provisions hereof.
               19.4 Seller agrees that it will, at any time before and after the
Closing,  execute and deliver all additional documents, and do any other acts or
things that may be reasonably requested by Purchaser in order to further perfect
Purchaser's rights and interests  contemplated  hereunder and that they will aid
in the prosecution, defense or other litigation with third persons of any rights
arising from this Agreement, all without further consideration.
               19.5  Jurisdiction.  This Agreement  shall be governed by laws of
the  State of New York.  Any  judicial  proceeding  brought  against  any of the
parties to this  Agreement on any dispute  arising out of this  Agreement or any
matter related hereto shall be brought in the courts of the State of New York or
the State of Arizona  or in the United  States  District  Court for the  Eastern
District of New York,  District of Arizona (or the Bankruptcy  Courts),  and, by
execution and delivery of this Agreement,  each of the parties to this Agreement
accepts  for itself or himself the  process in any action or  proceeding  by the
mailing of copies of such  process  to such  party at its or his  address as set
forth in  Section  19.7,  and  irrevocably  agrees  to be bound by any  judgment
rendered thereby in connection with this Agreement Each party hereto irrevocably
waives to the fullest  extent  permitted by law any objection that it or her may
nor or  hereafter  have to the  laying of the venue of any  judicial  proceeding
brought in such courts and any claim that any such judicial  proceeding has been
brought in an inconvenient  forum. The foregoing  consent to jurisdiction  shall
not constitute general consent to service of process in the State of New York or
the State of Arizona for any purpose  except as provided  above and shall not be
deemed to confer rights on any person other than the respective  parties to this
Agreement.  EACH PARTY HERETO  WAIVES  TRIAL BY JURY IN ANY JUDICIAL  PROCEEDING
UNDER THIS AGREEMENT.
               19.6     Captions.  The Article and Section captions used herein
 are for reference purposes only, and shall not in any way affect the meaning or
 interpretation of this Agreement.
               19.7  Notices.  Unless  otherwise  provided  herein,  any notice,
request, instruction or other document to be given hereunder by any party to any
other  party shall be in writing and shall be deemed to have been given (a) upon
personal  delivery,  if  delivered  by hand,  (b) three  days  after the date of
sending such notice by certified mail, return receipt requested, or (c) the next
business  day if sent by  facsimile  transmission  or by an over  night  courier
service,  and in each case of mailing,  postage  prepaid  and at the  respective
addresses or numbers set forth below:

               To Seller and
               Stockholder:           Stanley Rashkin
                                      1858 E. Southern Avenue, #102
                                      Tempe, Arizona  85282
                                      Facsimile 602-345-1469

               With a copy to:        David E. Manch, Esq.
                                      Lewis and Roca
                                      40 N. Central Avenue
                                      Phoenix, Arizona  85004
                                      Facsimile 602-262-5747

               To Raphael
               Rashkin:               Raphael Rashkin
                                      117 Harbour Lane
                                      West Bayshore, NY  11706

               To Purchaser:          CTS Acquisition Co, I.
                                      2001 Marcus Avenue
                                      Lake Success, New York 11042
                                      Attn:    President
                                      Facsimile 516/352-3362





<PAGE>



               With a copy to:        David J. Hirsch, Esq.
                                      Doepken Keevican & Weiss
                                      37th Floor, USX Tower
                                      600 Grant Street
                                      Pittsburgh, Pennsylvania  15219
                                      Facsimile 412-355-2609

               19.8 Parties in Interest.  This Agreement may not be transferred,
assigned,  pledged or  hypothecated  by either Seller or Purchaser other than by
operation of law or with the prior written  consent of the other party,  and any
purported  transfer,  assignment,  pledge or  hypothecation in violation of this
Section shall be void.  This Agreement  shall be binding upon and shall inure to
the  benefit  of  the  parties  hereto  and  their  respective   administrators,
successors and permitted  assigns.  Notwithstanding  the foregoing the Purchaser
may assign its rights and  obligations  hereunder  to one or more  affiliate  or
subsidiary  companies whether now or hereinafter formed upon notice to Seller if
Seller's rights would not be diminished thereby.
               19.9  Severability.  In the event any provision of this Agreement
is found to be void and  unenforceable  by a court of competent  jurisdiction or
arbitration panel, the remaining provisions of this Agreement shall nevertheless
be  binding  upon the  parties  with  the  same  effect  as  though  the void or
unenforceable part had been severed and deleted.
               19.10    Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of 
which taken together shall constitute one instrument.
               19.11  Entire  Agreement.  This  Agreement,  including  the other
documents referred to herein,  contains the entire  understanding of the parties
hereto with  respect to the  purchase  of the assets  under this  Agreement  and
supersedes   all   other   prior   agreements,   correspondence,   conversation,
negotiations and understandings between the parties with respect to such subject
matter except as otherwise incorporated herein.
               19.12 Amendments.  This Agreement may not be changed orally,  but
only by an  agreement  in writing  signed by all of the parties  hereto,  and no
waiver of  compliance  with any  provision  or  condition  hereof and no consent
provided for herein  shall be effective  unless  evidenced by an  instrument  in
writing duly executed by the party hereto seeking to be charged with such waiver
or consent.
               19.13    Third Party Beneficiaries.  Each party hereto intends 
that this agreement shall not benefit or create any right or cause of action in
 or on behalf of any person other than the parties hereto and their respective 
successors and assigns as permitted under Section 19.8.
               19.14    Gender.  As used in this Agreement, any gender include
 a reference to all other genders and the singular includes a reference to the
 plural and vice versa.
                                   ARTICLE 20
                                EFFECT OF CLOSING

               20.1     The terms of this Agreement shall survive the Closing
 and shall not become merged therein.

<PAGE>



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

ATTEST:                                DATATECH TECHNICAL
                                       SERVICES, INC.


______________________________         By: _____________________________

                                       Title:  President

                                       COMFORCE CORPORATION


                                       By _______________________________

                                       Title _______________________________


ATTEST:                                CTS ACQUISITION CO. I

___________________________            By:_________________________________

                                       Title:_______________________________


                                       ------------------------------------
                                       Stanley Rashkin, individually



                                        -----------------------------
                                       Raphael Rashkin, individually



                                                                    EXHIBIT 10.3

                            ASSET PURCHASE AGREEMENT
                                       RRA

               ASSET PURCHASE  AGREEMENT,  dated effective as of the 13th day of
May 1996, by and among COMFORCE TECHNICAL SERVICES,  INC.  (hereinafter referred
to as the  "Purchaser"),  a Delaware  corporation,  with its principal office at
2001 Marcus Avenue, Lake Success, NY 11042; COMFORCE CORPORATION  ("Parent"),  a
Delaware  corporation,  with its principal  office at 2001 Marcus  Avenue,  Lake
Success,  NY 10042; RRA, INC., a New York corporation ("RRA" or "Seller"),  with
offices  located  at 1858 East  Southern  Avenue,  Suite 102,  Tempe,  AZ 85282;
RAPHAEL RASHKIN,  an individual  residing at 117 Harbor Lane, West Bayshore,  NY
11706 ("R.  Rashkin" or  "Stockholder")  and  STANLEY  RASHKIN  ("S.  Rashkin"),
residing at 2079 East LaVieve, Tempe, AZ 85284.

               WHEREAS,  the Seller desires to sell and the Purchaser desires to
               acquire  certain of the assets of Seller for the  purchase  price
               hereinafter   described   and  upon  the  terms  and   conditions
               hereinafter set forth; NOW,  THEREFORE,  in consideration of such
               sale  and  of  the  foregoing   and  of  the  mutual   agreements
               hereinafter  set forth,  the  parties  hereto do hereby  agree as
               follows:
                                                     ARTICLE 1
                                                    DEFINITIONS

                   1.1 Certain  Definitions.  In  addition to the terms  defined
throughout  this  Agreement  (as defined),  the  following  terms shall have the
following  meanings (such meanings to be equally  applicable to the singular and
plural forms thereof):  "Accrual  Escrow Account" means the account  established
under the Accrual Escrow Agreement.

                   "Accrual Escrow  Agreement" means the Agreement  described on
Exhibit "CC".

                        "Affiliate"  means any other Person  which,  directly or
indirectly,  controls or is controlled  by or is under common  control with such
Person and, without  limiting the generality of the foregoing,  includes (i) any
Person which beneficially owns or holds 25% or more of any class
of voting  securities  of such  Person or 25% or more of the equity  interest in
                   such   Person,   (ii)  any  Person  of  which   such   Person
beneficially owns or holds 25%
or more of any class of voting  securities or in which such Person  beneficially
owns or holds 25% or more of the equity  interest  in such  Person and (iii) any
director,  officer  or  employee  of  such  Person.  For  the  purposes  of this
definition, the term "control" (including,  with correlative meanings, the terms
"controlled  by" and "under common control  with"),  as used with respect to any
Person, means the possession,  directly or indirectly, of the power to direct or
cause the  direction of the  management  and  policies of such  Person,  whether
through the ownership of voting securities or by contract or otherwise.

                   "Agreement" means this Agreement  together with all exhibits,
schedules,  supplements  and documents as may be attached hereto or incorporated
herein by  reference  and the letter  agreement  dated  April 19,  1996  between
Purchaser,   Seller,  CTS  Acquisition  Co.  I,  DTS  and  PSST  (the  "  Letter
Agreement").

                   "Assets"  means all of the  following  assets  other than the
Excluded  Assets of the Seller to the extent the same are utilized by the Seller
in connection with the operation of the Business as of the date hereof and/or at
any time prior to Closing:  (a) "General  Intangibles" - (i) all Seller's right,
title and  interest in the names  "Datatech  Technical  Services,  Inc.",  "RRA,
Inc.",  "Project Staffing Support Team, Inc.",  "PSST",  any similar names, and,
all Seller's right, title and interest in and to utilize any
                                     
                   and all of the  following  associated  with,  arising out of,
relating to or utilized, as of the date hereof, in connection with the Business:
any and all  trade  names,  trademarks,  copyrights,  service  marks,  logos and
slogans  (including,   without  limitation,   all  registrations,   filings  and
certificates and the sole and exclusive rights to file and/or prosecute any such
registrations, filings and certificates), and (ii) all Seller's right, title and
interest in computer software,  programs, know-how, trade secrets and data bases
used in the Business. (b) "Customer Materials" - any and all agreements, orders,
requirements and inquiries from or with past,  current or prospective  customers
arising out of or relating to the operation of the Business,  including  without
limitation, the contracts listed on Exhibit C" " Contracts") and all work orders
issued  pursuant  thereto,  and all rights of Seller  thereunder.  (c) "Employee
Materials"  - all  information,  in  whatever  medium  that  it  be  manifested,
depicted,  stored or presented including,  but not limited to, paper,  hardcopy,
computer  disks,  tapes and databases,  with respect to Company  Employees whose
services  are now  provided  or have  been  provided  or are to be  provided  to
Customers,  and all  rights of Seller in such  information  and all  rights  and
remedies of Seller with respect to providing to current and future customers the
future  services of Company  Employees.  (d) "Real  Property" - those  leasehold
interests  described on Exhibit "A" annexed  hereto and made a part hereof.  (e)
"Records" - the  originals  or certified  copies of those  Business or financial
records of the Seller,  evidencing the Customer  Materials,  Employee Materials,
General  Intangibles,  Equipment  and/or Company  Employees,  including  without
limitation:  (i)  all  files  and  records  pertinent,  relevant  or in any  way
connected with the  performance of services under the Contracts;  (ii) all sales
records  and  Customer   listings  dealing  with  or  pertaining  to  former  or
prospective Customers, including but not necessarily limited to records of sales
calls and follow-ups  previously  made in connection  with the  solicitation  of
Business;  (iii) all  personnel  files  relating to Company  Employees  wherever
located,  in whatever form in which they exist and whatever medium maintained or
stored,  including but not necessarily  limited to all payroll  records,  resume
files  maintained by Seller  including  those with respect to Company  Employees
currently  assigned to Customers and those being  maintained for possible future
use by Seller in the  performance  and  conduct  of its  Business,  all  payroll
records,  and year-to-date  earning statements and reports; and the originals of
all permits, licenses,  consents, au thorizations and/or permissions for or with
respect to the Business; (f) "Equipment" - all of the tangible personal property
utilized by the Company,  including  without  limitation,  the office furniture,
fixtures, supplies, brochures, sales material, computer equipment, and any other
equipment  owned by the  Seller  wherever  located,  as   set forth on
Exhibit "B" annexed heret o and made a part hereof. (g) "Vendor Contracts" - all
contracts (other than the Contracts) pursuant to which Seller is furnished goods
or services.

                   "Billable  Employees"  means Company  Employees who are as of
the Closing Date on assignment to Seller's Customers for whom a direct charge to
the Customer is made. 

                   "Business"  means  providing  one or more of a wide  range of
technical  and  consulting  services to customers  through the use of personnel,
including without limitation qualified designers,  drafters, engineers, computer
programmers,  systems  analysts,  technicians,  which  personnel  are  generally
utilized by the customers on a temporary,  project or peak period basis. Primary
lines of Business activity include  information  technology,  design,  drafting,
engineering,  and  technical  staff  augmentation  services.  The Business  also
includes the assumption of staffing of an entire  department,  service center or
discipline and providing human resource and other  administrative  services to a
customer  for  a  fee.

                   "Closing" means the  consummation of the within  transactions
including  the  execution  and  delivery  of  all  Assets,   funds,   documents,
certificates,   resolutions,  assignments  and  opinions  contemplated  in  this
Agreement.  

                   "Closing  Date" means the  established  date for the Closing,
which date shall be May 10, 1996,  effective  12:00 a.m. on May 13, 1996 or such
other date as shall be agreed upon by the parties in accordance  with the Letter
Agreement.

                   "Combined  Business"  means the  Business  of  Datatech,  the
Business of PSST and the Business of RRA.

                   "Company  Employees"  means those persons whose services have
been  provided to  Customers by the Seller at any time during the last 12 months
preceding  the  Closing  Date and for whom a direct  charge has been made to the
Customer.  This definition shall not constitute an e admission that such persons
are employees of Seller under any legal theory ascribing or allocating to Seller
responsibility or liability for the acts or omissions of such persons.

                   "Contingency  Escrow Agreement" means the Contingency  Escrow
Agreement attached as Exhibit "BB".

 "Customers"  means those Persons to which
Seller has made sales or rendered  services  during any time 12 months  prior to
the Closing Date. e "Employee  Benefit  Plans" means the employee  benefit plans
maintained  by Seller  listed on Exhibit "W".

                   "Excluded Assets" means (i) the accounts receivable of Seller
at  Closing  excluding  the note  payable to Seller in the  principal  amount of
$10,000.00 to Robin Sherwood; (ii) cash in banks; and (iii) deposits and prepaid
expenses as set forth in the Seller's financial e statements.

                   "GAAP" means generally accepted accounting  principles in the
United States of America.

                   "Indemnity  Escrow  Agreement"  means  the  Indemnity  Escrow
Agreement attached as Exhibit "X"

                   "Medical Plan" means the plan providing  medical benefits for
Seller's employees.

                   "Money Purchase Plan" means the RRA, Inc. Pension Plan.

                   "Person"  means  an  individual,  a  corporation,  a  limited
liability company, a partnership,  an association, a business trust or any other
entity or  organization,  including a government or political  subdivision or an
agency or instrumentality thereof.

                   "Profit"  means the revenues of the  Business  less all costs
directly  associated with the Business  including but not limited to the cost of
collections,   direct  labor  charges,  fringes,  payroll  deductions,   workers
compensation  insurance,  benefits,  staff  salaries,  bonuses and costs,  rent,
telephone,  insurance,  sales, marketing,  and recruiting costs, other operating
expenses,  legal,  accounting and other  professional fees, charges for reserves
and accruals and interest  charges for financing the billable  employee  payroll
and on-going  business  operations,  but  excluding  (i) any interest or finance
charges  or  other  costs  of any  kind  directly  related  to the  transactions
contemplated  by this  Agreement,  (ii)  charges by a direct or indirect  parent
company of the Purchaser whereby the parent allocates its corporate  overhead to
the Business  (excluding  costs directly related to or incurred on behalf of the
Business),  and (iii) any costs and revenues related to such costs over which S.
Rashkin as  employee  of Parent or an  affiliate  of Parent has no control  (for
example,  without  limitation,  the costs of and the  revenues  from a  contract
required by Parent to be entered  into or an  employee  required by Parent to be
hired),  unless  S.  Rashkin  has been  terminated  for  cause  pursuant  to the
employment agreement attached as Exhibit "G" or has voluntarily resigned without
Purchaser, Parent or Parent's affiliate having breached its employment agreement
with S. Rashkin. Profit shall be calculated on a pre-income tax basis and before
deduction  for  depreciation,  amortization  and  interest  charges,  other than
interest  and  other  charges  associated  with the  financing  of the  Billable
Employee payroll and on-going  operations.  (a) If workers  compensation premium
expense or any other cost directly associated with the Business, as a percentage
of total labor billings, exceeds the cost that would have been attainable by the
Rashkin  Companies if this  transaction had never occurred after  accounting for
injuries or other  circumstances  relating to the conduct of the Business before
or after the Closing Date that affect such cost (the "Seller's  Historic Cost"),
such excess shall be excluded for purposes of calculating  Profit.  For purposes
of this  section,  Seller's  Historic  Cost shall  exclude  any excess  workers'
compensation  premium expense resulting because the current or future experience
modification  factor of any business of the Purchaser  Companies  other than the
Combined Business is less favorable than that of the Rashkin  Companies.  (b) If
any cost  directly  associated  with the  Business  represents  a change  in the
Business itself as a profit center, including without limitation the acquisition
of a new business from another  business  entity and associated  expenses of the
acquired  business or the addition of personnel not associated  with  additional
revenues such as a central  processing center for Purchaser Company  operations,
the Rashkin  Companies  shall have the option to elect  either to include in the
determination  of Profit both the  revenues and  expenses  (other than  expenses
allocated to the Business on a "head-count" basis) arising from or in connection
with the change in the  Business or to exclude  both the  revenues  and expenses
arising from or in connection  with the change in the Business.  Notwithstanding
the foregoing,  if Purchaser shall give the Rashkin  Companies written notice of
any such changes,  the Rashkin  Companies shall have 30 days from the receipt of
such notice to elect in a written election delivered to Purchaser whether or not
to include  the  revenues  and  expenses  in its profit  center for  purposes of
calculating  Profit.  Such election shall be binding for all future calculations
of Profit.  If the Rashkin Companies fail to make such election within said time
period,  the Rashkin  Companies  shall be deemed to have  elected to include the
revenues and expenses in their profit center under this Agreement, and the Asset
Purchase  Agreement  between  DTS and CTS  Acquisition  Co.,  I,  and the  Stock
Purchase  Agreement  between  PSST and  Purchaser.  (c) In  determining  Profit,
accrued liabilities (for example but without limitation,  vacation and sick pay)
shall  be  determined,  insofar  as  GAAP  does  not  specifically  prescribe  a
methodology,  using (i) the same  methodologies  currently  used by the  Rashkin
Companies  or (ii) the  methodology  actually  used by  Purchaser in its audited
financial statements, whichever produces the lesser expense. (d) The calculation
of Profit under this definition is subject to the dispute  resolution  mechanism
described in Section 2.2. 

                   "Purchase  Price" has the  meaning  ascribed  in Article 2 of
this Agreement.

                   "Purchaser" has the meaning ascribed thereto in the Preamble.

                   "Purchaser   Company"  means  Parent,   Purchaser,   and  CTS
Acquisition Co.I.
 
                   "Rashkin  Company"  shall  mean  collectively  RRA,  Datatech
Technical  Services,  Inc.  ("DTS")  and Project  Staffing  Support  Team,  Inc.
("PSST").

                   "Receivables" shall have the meaning ascribed in Section 4.1.

                   "Retirement  Plans"  means  the Money  Purchase  Plan and the
Section 401(k) Plan.

                   "Section 401(k) Plan" means the RRA, Inc. 401(k) Plan.

                   "U.S.  $ or $" means the  currency  of the  United  States of
America

                   1.2 Certain  Terms.  All  references to Articles and Sections
herein are to the  Articles  and  Sections of this  Agreement  unless  otherwise
specified.


                                    ARTICLE 2

                                ACQUISITION PRICE

                   2.1 Upon the  terms and  subject  to the  conditions  and the
performance of Seller's obligations and duties set forth in this Agreement,  and
in  consideration  for the conveyance,  transfer and assignment of the Assets of
Seller to  Purchaser,  Seller  shall  receive the  following  (the  "Acquisition
Price"):  (a) An initial payment ("Initial  Payment") on the date of Closing of:
$2,375,000 in cash,  wire or certified funds  (collectively,  "Cash") payable to
Seller;  and (b) In addition to the Initial  Payment,  the Seller shall  receive
from  Purchaser  or Parent a portion of the  earnings of the  Combined  Business
(including earnings on any contracts entered into by the Combined Business after
Closing) in each annual period described below,  equal to $166,667 per year as a
contingent  payout  ("Contingent  Payout"),  provided that the Combined Business
earns minimum  (pretax) Profits of $750,000 from the Closing Date until December
31, 1996 (reduced by $93,750.00  for each month after April 28, 1996 or pro rata
portion of such month after April 28 that the Closing Date occurs) (first annual
period) and  $850,000 in calendar  year 1997 (the second  annual  period) and in
calendar year 1997 (the third annual period) ("Minimum Profit").  The Contingent
Payout for each period shall be deposited by Purchaser or Parent with the escrow
agent under the Contingency Escrow Agreement,  within thirty (30) days after the
Minimum  Profit  for such  period  has been  achieved,  based on the  internally
prepared  year-to-date  income  statement  of the Combined  Business.  Under the
Contingency Escrow Agreement,  funds deposited with the escrow agent for each of
the three annual periods for which Minimum Profit is calculated  hereunder shall
be disbursed to Seller upon confirmation within sixty (60) days after the end of
each relevant  annual period that the Minimum  Profit for the full annual period
has been achieved as of the end of each such annual period.  It is  acknowledged
and  agreed  that one half of the  Advance  Payments  as  defined  in the Letter
Agreement shall be allocated to RRA (the "Allocated  Amount") and the Contingent
Payout for each period  shall be reduced by one third of the  Allocated  Amount.
All other  terms of the Letter  Agreement  remain the same and are  incorporated
herein.  (c) The  calculation of Profit for each annual period of the Contingent
Payout  shall  stand  alone and the  Profits  and  associated  revenues,  costs,
expenses,  losses,  allocations  and reserves shall not be attributed to past or
future  periods  nor  carried  forward  or back to  another  period.  Any annual
contingent payment not earned hereunder shall be retained by Purchaser.  (d) If,
for any annual  period,  there is any  material  change in  annualized  interest
expense attributable to debt-financed accounts receivable because of a change in
the  percentage of accounts  receivable of the Business  which are debt financed
(when  compared with the daily  average  percentage  of  debt-financed  accounts
receivable for the one year period immediately before Closing),  then the dollar
increase or decrease in the annualized  interest expense resulting therefrom (as
calculated under the following sentence) will either: (A) be subtracted from the
Minimum Profit in the event of an increase;  or (B) added to the Minimum Profit,
in the event of a decrease.  (e) The dollar  increase or decrease in  annualized
interest  expense  resulting  from  a  change  in  the  percentage  of  accounts
receivable that are debt-financed will be determined by multiplying the increase
or decrease in the percentage of accounts  receivable that are debt- financed by
the average daily  borrowing  base for the one year period prior to the Closing.
Exhibit D annexed  hereto  sets forth for  example  purposes  only the manner in
which said calculation  would be made assuming  Seller's  percentage of accounts
receivable  that are debt financed over the one year period  immediately  before
Closing is thirty percent (30%). (f) Subject to the terms of this Agreement, the
Contingent  Payments will be payable  without regard to S.  Rashkin's  continued
employment  with  or R.  Rashkin's  continued  service  as a  consultant  to the
Purchaser or any  Purchaser  Company at the time the  Contingent  Payment  would
otherwise  be due and  payable.  (g) Parent and  Purchaser  shall be jointly and
severally  obligated to pay the Contingent  Payout  including the deposit of the
Contingent  Payout with the Escrow Agent under the Contingency  Escrow Agreement
as provided in Section 2.1(b) above. 

                   2.2  Purchaser  shall  provide  the  Seller  with  accounting
statements,  in reasonable detail, which will indicate the information necessary
to make the  calculations  referenced  in Section 2.1 above within 45 days after
the end of the respective  annual period,  provided that such information as may
be necessary or appropriate to make the calculations is provided to Parent by S.
Rashkin in his  capacity as President of the  Purchaser in  accordance  with the
Employment  Agreement  between himself and the Purchaser.  The  determination of
Profit and  calculation  of any  pay-out  will be made in  accordance  with GAAP
applied on a consistent basis for all periods before and after the Closing Date.
The statements  will be deemed final and correct  unless the Seller,  by written
notice  within 30 days from the date of delivery of the  accounting  statements,
contests  the  determination.  If the Seller  does not  contest  the  accounting
statements  within the 30 day period,  the statements will be deemed correct and
Seller  shall waive all right to contest the  statements.  Any notice  hereunder
must specify the reasons for disagreement in reasonable detail.  Upon receipt of
any such  notice,  if the  parties  cannot  settle any  disputes  or  grievances
relating to the calculations referred to in Section 2.1, within thirty (30) days
of the date of receipt by  Purchaser  of  Seller's  written  notice of  dispute,
Purchaser and Seller shall submit any such unresolved  dispute to an independent
accounting firm of national reputation appointed jointly by Purchaser and Seller
(neither  of which may  unreasonably  withhold or delay such  appointment)  (the
"Independent  Accounting  Firm").  The Independent  Accounting  Firm,  within 20
business days after appointment,  shall determine whether Profits for the annual
period with  respect to which the dispute has arisen are less than,  equal to or
greater than the Minimum Profit for that period.  If the Independent  Accounting
Firm determines  that Profits are equal to or greater than Minimum  Profit,  the
Purchaser  shall pay the  Contingent  Payout for the  disputed  period to Seller
within  three  (3)  business  days   thereafter  and  shall  pay  the  fees  and
disbursements of the Independent  Accounting Firm. If the Independent Accounting
Firm  determines  that  Profits are less than  Minimum  Profits for the disputed
period,  the  Seller  shall pay the fees and  disbursements  of the  Independent
Accounting Firm.

               2.3  Notwithstanding  any contrary  provision in this  Agreement,
except as set forth in Exhibit "E",  Purchaser  shall not assume any liabilities
of Seller, whether disclosed, undisclosed,  liquidated, contingent or otherwise,
except (i) liabilities  under the Contracts,  Vendor  Contracts and leases which
are assigned to Purchaser under this  Agreement,  (ii)  liabilities  pursuant to
employment  of Company  Employees  and other  employees  for which  Purchaser is
obligated  pursuant to Section 3.5; and (iii) liabilities in connection with the
Employee Benefit Plans as provided in Sections 4.3, 4.7 and 4.8.


                                    ARTICLE 3
                                     CLOSING

                   3.1 The Closing  for the  transactions  contemplated  by this
Agreement (the "Closing")  shall take place on or before the Closing Date at the
Arizona  offices of the Seller's  counsel or such other time and place as may be
mutually approved by the parties. The parties shall adjust all expenses on a pro
rata basis as of the Closing  Date.  3.2  Commencing  with the execution of this
Agreement,  Seller  agrees to  commence  the  preparation  of and make  diligent
application  for, to follow up on, and to  actively  and  diligently  pursue all
approvals  and consents  reasonably  requested by  Purchaser  including  but not
limited to the consents for approval of  assignment  of the  Contracts in a form
reasonably  acceptable to  Purchaser.  Purchaser  acknowledges  that in numerous
cases  such  consent  will  require  Purchaser  to execute  confidentiality  and
nondisclosure  agreements  for the benefit of third parties to the Contracts and
will require  Purchaser to qualify for security  clearances  acceptable  to such
third parties. Seller agrees to direct and coordinate Purchaser's preparation of
and application  for, such security  clearances and Purchaser  agrees to use its
diligent best efforts including without  limitation,  taking such actions as are
within its ability and  control,  as Seller  instructs  it to take to obtain the
necessary    security    clearances    (collectively,    "Purchaser    Clearance
Requirements").  3.3 At the Closing,  the Seller shall deliver the Assets to the
Purchaser.  Specifically, Seller shall deliver the following: (a) All Contracts,
Records and physical embodiments of the Assets; (b) Assignments of the Contracts
executed and approved by an authorized representative of Seller's Customer, in a
form  satisfactory  to  Purchaser;  (c) All  documents  necessary  to  convey to
Purchaser the General Intangibles; (d) All keys, combinations,  security devices
and codes for or with  respect to all offices,  storage  units,  vaults,  safety
deposit boxes of the Seller;  (e) All computer software and programs,  licenses,
data bases  utilized in connection  with the  operation of the Business;  (f) An
assignment  of Seller's  interest in the Real  Property,  in the form of Exhibit
F-1;  (g)  Executed  counterparts,  and/or  copies,  as the case may be,  of the
instruments  and  documents  required to be  delivered  to the  Purchaser at the
Closing as herein provided;  (h) A Bill of Sale conveying title to the Equipment
listed in  Exhibit  "B",  in the form  annexed  hereto  as  Exhibit  "F";  (i) A
certified  copy of  resolutions  adopted  unanimously  by the Seller's  Board of
Directors  authorizing the execution,  delivery and performance by the Seller of
this Agreement and the  consummation  of the sale  contemplated  hereby,  or, at
Purchaser's option, a written consent executed by all of the stockholders of the
Seller  authorizing  and  consenting  to the sale herein;  (j) A tax  compliance
certificate from all states in which the Seller conducts or, within the one year
preceding Closing,  conducted business; and (k) Employment agreements between S.
Rashkin and Evan Burks and Purchaser  executed by them in substantially the same
form as annexed hereto as Exhibit "G" and "H". The Seller will from time to time
at the Purchaser's request,  whether prior to, at, or after the Closing, without
further  consideration,   execute  and  deliver  such  further  instruments  and
conveyances  and  transfers,  and take such other  action as the  Purchaser  may
reasonably  require to more effectively convey and transfer to the Purchaser any
of the assets  being sold  hereunder.  3.4  Immediately  upon the Closing  Date,
Seller and its Stockholder  will cease and refrain from using the name "Datatech
Technical Services,  Inc.", "RRA, Inc.",  "Project Staffing Support Team, Inc.",
"PSST",  or any similar name or  derivation  thereof.  3.5  Purchaser  will upon
Closing  offer  employment  to all  employees of Seller  except those  employees
Purchaser discloses to Seller upon completion of its due diligence under Section
13.1(o). Purchaser does not guarantee that any such employment will continue for
a specified  period and may in its discretion  make any or all such employees at
will  employees,  except  as  otherwise  provided  in their  written  employment
agreements.  Nothing  herein  express  or  implied  shall  confer  upon any such
employee  or  any  other  person  any  rights  or  remedies   including  without
limitation,  any right to employment,  or continued employment for any specified
period,  of any nature or kind whatsoever  under or by reason of this Agreement.
Such  employees  who become  employees of Purchaser on the Closing Date shall be
called "Transferred Employees."

               3.6      INTENTIONALLY OMITTED.

               3.7 On the Closing  Date,  Seller  shall  deliver to  Purchaser a
statement  of all prepaid  expenses and  deposits  that relate to Contracts  and
Vendor Contracts and leases which are assigned to Purchaser under this Agreement
and of other prepaid items (collectively, the "Prepaid Items" ), together with a
certificate of Seller  certifying that all of the Prepaid Items have been booked
as a  refundable  deposit  (including  for this  purpose  the monies held by Los
Alamos from accounts receivable) or accrued as prepaid expenses on the books and
records of Seller maintained in accordance with GAAP and that, to the extent any
such item has been billed to or is chargeable to a customer,  that the charge or
billing is not a receivable  of Seller and has not been paid to Seller as of the
Closing.  Purchaser shall at the Closing pay to Seller the amount of the Prepaid
Items accrued as of the Closing.
                                         
                                    ARTICLE 4

                       COLLECTION OF ACCOUNTS RECEIVABLE,
                   PAYMENT OF ACCOUNTS PAYABLE, ASSUMPTION OF
            EMPLOYEE BENEFIT PLANS AND OTHER POST-CLOSING OBLIGATIONS

                   4.1 Purchaser  agrees to invoice  Seller's  Customers for all
outstanding  sums legally due and owing Seller in  connection  with the Business
prior to the Closing Date  ("Receivables").  Seller  agrees to cooperate in this
effort and shall provide notice to such Customers to remit directly to Purchaser
and  to  provide   Purchaser   with  complete  and  accurate   information   and
documentation of the Receivables.  Purchaser shall pay to Seller all Receivables
collected,  less any documented  actual and  reasonable  expenses of collection,
including the hourly rate of labor associated with such collection, within three
days of receipt except for such  Receivables  that the Purchaser and Seller have
agreed are to be used to fund the  Accrual  Escrow  Account,  which  Receivables
shall be paid to the Escrow Fund under the Accrual Escrow  Agreement.  Purchaser
shall use all reasonable  efforts to collect the  Receivables  and shall provide
Seller with monthly  reports  indicating the amounts billed,  amounts  received,
date of payment,  amounts  outstanding,  expenses of  collection  in  reasonable
detail and any notice of any  counterclaim,  denial,  set-off or refusal to pay.
Seller  shall  have  the  right  to  take  reasonable  actions  to  collect  any
Receivable; provided, however that such actions do not materially interfere with
or  adversely  impact  Purchaser's  relationship  with the  Customer  having the
Receivable.  4.2  Seller  shall  promptly  pay all  employee  wages and  payroll
charges,  trade and other accounts  payable upon which it is obligated as of the
Closing Date. If Seller does not pay such non-assumed liability accounts payable
on the later of the due date  thereof  or the tenth day  following  notice  from
Purchaser to pay such accounts or give Purchaser notice that it has a dispute as
to the  amount  due  Purchaser  may pay or assume  such  accounts  payable,  and
thereafter,  such amounts shall be reimbursed by Seller to Purchaser, or, at the
Purchaser's  option,  may be applied by Purchaser against any monies due Seller.
4.3 As of the Closing Date, Purchaser shall be substituted for the Seller as the
employer and plan sponsor  under the Employee  Benefit  Plans,  and Seller shall
take all  corporate  action and shall  execute all  agreements  and  instruments
necessary to  accomplish  such  substitution.  From and after the Closing  Date,
Purchaser shall have full  responsibility  and liability for the maintenance and
operation  of the Employee  Benefit  Plans  (including,  but not limited to, the
payment of  retirement  plan  benefits  held in trust  attributable  to services
before the Closing Date) and shall make all contributions and pay all claims and
benefits  under such Employee  Benefit Plans that arise on account of service of
employees  covered under such plan and after the Closing Date.  4.4 Seller shall
be relieved from furnishing Forms W-2 to any Transferred  Employee and Purchaser
shall issue such Forms W-2 to the  Transferred  Employees at the end of the 1996
calendar year.  Such forms shall be issued as required by law, and shall reflect
the wages paid and taxes  withheld by Seller and by Purchaser  for such calendar
year.  Seller,  in  accordance  with  Revenue  Procedure  84-77,  shall attach a
statement to its Forms 941 explaining any discrepancy  reflected in the Seller's
reports on Form W-3 and on Form 941.  Such  statement  shall  include  the name,
address  and  employer  identification  number of  Purchaser,  as the  successor
employer,  and a reference to Revenue Procedure 84-77. Purchaser shall implement
the  same   procedures   and  provide  the  same   information  to  explain  the
corresponding  differences on its Form 941. In accordance with Rev. Proc. 84-77,
all Forms W-4 that were provided to Seller by the Transferred Employees shall be
transferred to Purchaser.  Purchaser shall retain all such transferred Forms W-4
on file and shall deduct and withhold from the wages it pays to the  Transferred
Employees in accordance with the information  provided in those forms,  unless a
Transferred  Employee submits a changed Form W-4.  Purchaser shall submit to the
Internal   Revenue   Service,   in  accordance  with  Treasury   Regulation  ss.
31.3402(f)(2)-l(g),  copies of all  Forms W-4  received  by  Seller  during  the
current and preceding  calendar  quarters.  All Form W-4's provided to Seller by
any of  the  Transferred  Employees  for  the  current  calendar  year  will  be
transferred  to Purchaser,  and  Purchaser  will accept and retain such reports.
Seller shall provide Purchaser with all information  necessary to implement this
provision and fulfill the requirements of Revenue  Procedure  84-77,  including,
without  limitation,  information  relating to the wages paid and taxes withheld
for  each  Transferred  Employee.  Seller  shall  not  destroy  any  payroll  or
employment  records it maintains for any of the  Transferred  Employees  without
Purchaser's  prior written consent.  Seller shall transfer to Purchaser all Form
I-9s and related materials it has for Transferred Employees. 4.5 Purchaser shall
also take all steps  necessary  to be  considered  a  successor  employer to the
Seller  for  FICA,  FUTA  and  SUTA  tax  purposes,  as  described  in  Treasury
Regulations ss.  31.3121(a)(1)-1(b)  and ss.  31.3302(e)-1  and applicable state
laws and regulations.

                   4.6 As of the  Closing  Date,  S.  Rashkin  shall  resign  as
Trustee  of  the  Retirement   Plans  and  Purchaser   shall  provide   evidence
satisfactory  to Seller that a designee of Purchaser  has become  Trustee of the
Plans.

                   4.7 After the  Closing  Date,  Seller  shall  continue  to be
responsible  for the payment of all claims  under the Medical Plan that arise on
account of expenses  covered by the Medical Plan incurred by Company  Employees,
employees of Seller,  DTS Company  Employees  and PSST  Company  Employees on or
before the Closing  Date.  On or before the Closing  Date,  Purchaser and Seller
shall  agree on the amount of funds that will be required to pay all such claims
that arise on account of service up to the Closing Date.  Seller shall  transfer
such agreed amount to the Accrual Escrow Account.  Such funds shall be disbursed
from the Accrual Escrow  Account in accordance  with the terms and conditions of
the Accrual Escrow Agreement.

               4.8 The plan year for the Money Purchase Plan is the twelve month
period  beginning  on June 1 of each year and  ending on the  following  May 31.
Under the terms of the  Money  Purchase  Plan,  the  contributions  to the Money
Purchase  Plan for the Plan  Year that  includes  the  Closing  Date are due and
payable  not later than  September  15,  1996.  On or before the  Closing  Date,
Purchaser  and Seller shall agree on the amount of funds  required to be paid to
the Money  Purchase  Plan for the Plan Year  ending  May 31,  1996 on account of
services  rendered by Company  Employees  from June 1, 1995  through the Closing
Date,  and Seller  shall  transfer  such  agreed  amount to the  Accrual  Escrow
Account.  Such funds  shall be  disbursed  from the  Accrual  Escrow  Account in
accordance with the terms of the Accrual Escrow Agreement.
               4.9 Some of the Billable  Employees  become  entitled to vacation
and sick pay that  accrues  based on  service.  On or before the  Closing  Date,
Purchaser  and Seller  shall  agree on the maximum  amount of funds  required to
discharge  Seller's  liability to pay  vacation and sick pay benefits  that have
accrued on account of service  rendered up to the Closing Date, and Seller shall
transfer such agreed amount to the Accrual Escrow  Account.  Such funds shall be
disbursed  from the  Accrual  Escrow  Account in  accordance  with the terms and
conditions of the Accrual Escrow Agreement.
               4.10 Seller  shall (i) cure any  breaches  or  defaults  that may
exist on the Closing  Date,  with respect to any of the  contracts or agreements
assumed by Purchaser hereunder,  and (ii) make all payments due or to become due
thereunder  attributable to periods ending on or before the Closing Date. In the
event  Seller  fails to cure any such breach or default or make any such payment
when requested to do so by Purchaser,  Purchaser will have the right to cure any
such  breach  or  default  or make any such  payment  on or after  the tenth day
following  Purchaser's  request  that  Seller  do so.  Any  amounts  so  paid by
Purchaser to cure any such breach or default  shall be  reimbursed  by Seller to
Purchaser,  or at  Purchaser's  option,  may be applied  against  any moneys due
Seller under the right of offset granted in Section 8.3.
               4.11 Purchaser agrees that a capital expenditure in the amount of
$40,000 for computer equipment and associated  software and consulting  services
is contemplated by RRA and subject to Purchaser's approval of the description of
such computer  equipment,  Purchaser shall at the Closing  reimburse RRA for the
cost of the same.

                                    ARTICLE 5
                     SELLER'S REPRESENTATIONS AND WARRANTIES

               In  order  to  induce  Purchaser  to  execute  and  perform  this
Agreement, the Seller hereby represents,  warrants,  covenants and agrees (which
representations,  survival warranties,  covenants and agreements shall be and be
deemed to be continuing and survive the execution and delivery of this Agreement
and the Closing Date) as follows:
               5.1 Seller is a corporation duly organized,  validly existing and
in good standing under the laws of the state of its incorporation, with the full
power and authority,  corporate and otherwise,  and with all licenses,  permits,
certifications,  registrations,  approvals, consents and franchises necessary to
own or lease and operate its properties and to conduct its Business as presently
being  conducted.  Seller  is  duly  qualified  to  do  business  as  a  foreign
corporation, and is in good standing, in all jurisdictions, if any, wherein such
qualification  is necessary in order to avoid a material adverse effect upon its
Business.
               5.2 Seller owns and has good and  marketable  title in and to the
Property and assets to be sold or  transferred  hereunder  free and clear of all
liens,  claims and encumbrances and rights and option of others except as herein
expressly provided to the contrary and except for the liens set forth on Exhibit
L ("Permitted Liens").
                5.3 The  Stockholder  owns  all of the  issued  and  outstanding
shares of stock of Seller as listed  on  Exhibit  "I" and at the  Closing  there
shall not be authorized and issued and  outstanding  any shares of capital stock
of Seller  and/or  rights to purchase  shares of capital  stock of Seller except
indicated on Exhibit "I". The issued and outstanding  shares of Seller have been
duly authorized and validly issued,  and all such  outstanding  shares are fully
paid and non  assessable.  At the  Closing  there will be no  outstanding  trust
agreements,  options,  warrants and similar rights to purchase shares of capital
stock.  There are no preemptive  rights.  During the period from the date hereof
through  the  Closing,  there will be no shares of the  capital  stock of Seller
issued.  Except for cash  dividends,  as to which there shall be no restriction,
and except as herein provided, no dividends or other distributions of the assets
of Seller have or will be  declared  and/or paid prior to the Closing on or with
respect to the capital stock of any Seller.
               5.4 (i) The Seller has the full power and  authority  to execute,
deliver  and  perform  this  Agreement  and  to  consummate   the   transactions
contemplated  hereby;  (ii) the  execution,  delivery  and  performance  of this
Agreement,  the consummation by Seller of the transactions  herein  contemplated
and the  compliance  by Seller with the terms of this  Agreement  have been duly
authorized,  and this Agreement has been duly and properly authorized,  executed
and  delivered  by  Seller;  (iii)  this  Agreement  is the  valid  and  binding
obligation of Seller,  enforceable in accordance with its terms,  subject, as to
enforcement of remedies, to applicable bankruptcy,  insolvency,  reorganization,
moratorium  and other laws  affecting the rights of creditors  generally and the
discretion  of  courts  in  granting  equitable  remedies;  (iv) the  execution,
delivery and  performance  of this Agreement by Seller and the  consummation  by
Seller of the transactions  herein  contemplated does not, and will not, with or
without  the giving of notice or the lapse of time,  or both,  (A) result in any
violation of the articles of incorporation or bylaws of Seller,  (B) result in a
breach of or conflict  with any of the terms or  provisions  of, or constitute a
default under, or result in the modification or termination of, or result in the
creation or imposition of any lien,  security  interest,  charge or  encumbrance
upon  any of the  properties  or  assets  of  Seller  and/or  pursuant  to,  any
indenture, mortgage, note, contract, commitment or other agreement or instrument
to which Seller is a party or by which it or any of its properties or assets are
or may be bound or affected  (assuming for purposes of this  provision  that all
consents  referred to in Exhibit  "J" are  obtained);  (C) violate any  existing
applicable law, rule, regulation,  judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over Seller any of its
properties  or  businesses  that  would have a  material  adverse  effect on the
Seller,  or (D)  have  any  effect  on  any  agreement,  permit,  certification,
registration,  approval,  consent,  license or franchise necessary for Seller to
own or lease and operate any of its  properties and to conduct its businesses or
the  ability  of Seller  to make use  thereof  (assuming  for  purposes  of this
provision that all consents referred to in Exhibit J
 are  obtained).  No  consent,  approval,  authorization  or order of any court,
Customer,  governmental  agency,  authority  or  body  and/or  any  party  to an
agreement to which Seller is a party and/or by which it is bound, is required in
connection  with the  execution,  delivery and  performance  of this  Agreement,
and/or  the  consummation  by Seller of the  transactions  contemplated  by this
Agreement except as noted on Exhibit "J".
               5.5 Seller is not in violation of, or in default  under,  (i) any
term or provision of its articles of incorporation or bylaws;  (ii) any material
term  or  provision  or  any  financial  covenant  of any  indenture,  mortgage,
contract,  commitment or other agreement or instrument to which it is a party or
by which it or any of its properties or business is or may be bound or affected;
or (iii) any existing  applicable  law,  rule,  regulation,  judgment,  order or
decree  of any  governmental  agency  or  court,  domestic  or  foreign,  having
jurisdiction  over  it or  any of  its  properties  or  business.  Seller  owns,
possesses  or  has  obtained  all  governmental  and  other  licenses,  permits,
certifications,  registrations,  approvals or consents and other  authorizations
necessary to own or lease, as the case may be, and to operate its properties and
to conduct its  business  or  operations  as  presently  conducted  and all such
governmental  and  other  licenses,  permits,   certifications,   registrations,
approvals,  consents  and  other  authorizations  are  outstanding  and in  good
standing,  and  there are no  proceedings  pending  or, to the best of  Seller's
knowledge,  threatened,  or any basis  therefore  existing,  seeking  to cancel,
terminate  or  limit  such  licenses,  permits,  certifications,  registrations,
approvals or consents or authorizations.
               5.6 Prior to the date hereof  Seller has  delivered  to Purchaser
the audited consolidated financial statements of Seller described on Exhibit "K"
annexed hereto and made a part hereof  ("Financial  Statements").  The Financial
Statements fairly present the financial  position of Seller as of the respective
dates thereof and the results of operations,  and changes in financial  position
of the  Seller,  for  each of the  periods  covered  thereby  and are  true  and
accurate.  The  Financial  Statements  have been  prepared  in  conformity  with
generally  accepted  accounting  principles,   applied  on  a  consistent  basis
throughout  the entire  periods  involved.  As of the date of any balance  sheet
forming a part of the  Financial  Statements,  and  except as and to the  extent
reflected  or  reserved  against  therein,  Seller  did not  have  any  material
liabilities,  debts,  obligations or claims  (absolute or  contingent)  asserted
against it and/or  which should have been  reflected  in a balance  sheet or the
notes  thereto,  and all assets  reflected  thereon are  properly  reported  and
present  fairly  the  value of the  assets  therein  stated in  accordance  with
generally accepted accounting principles.
               5.7  The   financial  and  other  books  and  records  of  Seller
(including those forming a part of the Assets) (i) are in all material  respects
true, complete and correct and have, at all times, been maintained in accordance
with good  business  and  accounting  practices;  (ii)  contain a  complete  and
accurate  description,  and specify  the  location,  of all  trucks,  machinery,
equipment,  furniture, supplies, tools, drawings and all other tangible personal
property  (collectively the "Personal Property") owned by, in the possession of,
or used by Seller in connection with the operation of its Business in the normal
course of business;  (iii) except as set forth on Exhibit "L" annexed hereto and
made a part  hereof,  none of such  Personal  Property is leased or subject to a
security  agreement,  conditional  sales  contract or other title  retention  or
security  agreement or is other than in the  possession of and under the control
of Seller,  (iv) the  Personal  Property  reflected  in such  books and  records
constitutes all of the tangible personal  property  necessary for the conduct by
Seller  of its  Business  as now  conducted;  and all of the  same is in  normal
operating  condition and the use thereof as presently  employed  conforms to all
applicable laws and regulations.
               5.8      Annexed hereto and labeled Exhibit "A" is a schedule 
setting forth a description of each parcel of improved or unimproved real
property owned by or leased to Seller. Exhibit "A" is true correct and complete
in all respect; each of such leases are in full force and  effect with no event
of default in existence or event or occurrence which, with the passage of time
and/or giving of notice would or could mature into an event of default
 thereunder.
               5.9 Seller  owns all rights to utilize  its  General  Intangibles
free and clear of all liens,  claims and  encumbrances and rights and options of
third  parties   (including  without  limitation  former  or  present  officers,
directors,  stockholders,  employees  and  agent,  but  excluding  the rights of
licensors) other than Permitted Liens;  Seller has not licensed or leased any of
the General Intangibles and/or any interest therein to any person and/or entity;
to the best of Seller's  knowledge Seller has not infringed,  nor is infringing,
upon the rights of others with  respect to the General  Intangibles;  and Seller
has not received any notice of conflict with the asserted  rights of others with
respect to the General Intangibles and Seller knows of no basis therefor; and to
the best of  Seller's  knowledge  no  others  have  infringed  upon the  General
Intangibles.
               5.10 The  Customer  Materials,  Employee  Materials  and  Records
represent all of such materials at any time utilized in connection with, arising
out of or  relating  to the  Business;  and  neither  Seller nor, to the best of
Seller's  knowledge,  any employee,  officer,  director or stockholder of Seller
have or shall retain copies  thereof and have not prior to the date hereof,  and
shall not prior to the Closing,  provide to any person or entity or authorize or
permit another to utilize any of such Customer Materials,  Employee Materials or
Records and/or the information therein or thereon reflected.
               5.11  Seller  did  not  have  any  material  liabilities,  debts,
obligations or claims asserted against it, whether accrued, absolute, contingent
or otherwise,  and whether due or to become due, including,  but not limited to,
liabilities on account of due and unpaid taxes,  other  governmental  charges or
lawsuits except as reflected in the Financial Statements or as listed on Exhibit
"M".
               5.12 Since the date of the most recent  balance sheet included in
the  Financial  Statements,  there has been no  material  adverse  change to the
business  of Seller  and  Seller  has not,  except as set forth on  Exhibit  "N"
annexed hereto and made a part hereof,  (i) incurred any obligation or liability
(absolute  or  contingent,   secured  or  unsecured)   except   obligations  and
liabilities  incurred in the ordinary course of the operation or business of its
Business as carried on at and prior to such date; (ii) canceled, without payment
in full,  any notes,  loans or other  obligations  receivable  or other debts or
claims held by it other than in the  ordinary  course of  business;  (iii) sold,
assigned, transferred, abandoned, mortgaged, pledged or subjected to lien (other
than  Permitted  Liens)  any  contract,  permit,  license,  franchise  or  other
agreement  other than sales or other  dispositions  of goods or  services in the
ordinary  course of business at customary  prices;  (iv) increased  compensation
payable to any of its officers,  directors or other  employees  including in the
term "compensation",  salaries, fringe benefits,  pensions, profit participation
and  payment of benefits of any kind  whatsoever;  (v) entered  into any line of
business  other  than  that  conducted  by it on such date or  entered  into any
transaction not in the ordinary course of its business;  (vi) conducted any line
of business in any manner except by  transactions  customary in the operation of
its business as conducted on such date;  (vii)  declared,  made or paid,  or set
aside for payment, any non-cash dividends or other non-cash  distribution on any
shares of its capital stock; (viii) changed or modified any accounting practice;
(ix)  waived any rights  under any  Contracts  that may have a material  adverse
effect  upon  Seller;  (x) made any capital  expenditure  except as set forth on
Exhibit  "M"  or  as  permitted  by  Section  3.2;  (xi)  paid  any  amounts  to
shareholders  except the usual salary and benefits  (provided  that bonuses have
been paid to S. Rashkin  pursuant to his employment  agreement with Seller);  or
(xii) entered into any agreement to take any of the actions above referenced.
               5.13     Seller has not incurred any liability for any finder's 
fees or similar payments in connection with the transactions herein contemplated
 except as set forth herein.
               5.14     Except as set forth on Exhibit "O" annexed hereto and 
made a part hereof,  the Seller is not in default under the terms of any 
outstanding agreement which is material to the business, operations, properties,
assets or condition of Seller; and there exists no event of default or event 
which, with notice and/or the passage of time, or both, would constitute any 
such default.
               5.15 Except as set forth on Exhibit "P" annexed hereto and made a
part hereof, there are no claims,  actions,  suits,  proceedings,  arbitrations,
investigations  or inquiries  against  Seller  before any court or  governmental
agency,  court  or  tribunal,  domestic,  or  foreign,  or  before  any  private
arbitration  tribunal,  pending,  or, to the best of the  knowledge  of  Seller,
threatened against Seller or involving its properties or businesses; nor, to the
best of the knowledge of Seller, is there any basis for any such claim,  action,
suit, proceeding, arbitration, investigation or inquiry to be made by any person
and/or entity,  including  without  limitation any Customer,  supplier,  lender,
stockholder,  former  or  current  employee,  agent or  landlord.  There  are no
outstanding  orders,  judgments or decrees or any court,  governmental agency or
other tribunal  specifically  naming Seller and/or enjoining Seller from taking,
or requiring  Seller to take,  any action,  and/or by which  Seller,  and/or its
properties or businesses are bound or subject.
               5.16 Seller has filed all federal, state, municipal and local tax
returns (whether  relating to income,  sales,  franchise,  withholding,  real or
personal property,  employment or otherwise) required to be filed under the laws
of the United States and all  applicable  states,  and has been paid in full all
taxes which are due  pursuant to such returns or claimed to be due by any taxing
authority or otherwise due and owing.  No penalties or other charges are or will
become due with  respect to the late filing of any such  return.  To the best of
the  knowledge  of  Seller,  after  due  investigation,  each  such  tax  return
heretofore filed by Seller  correctly and accurately  reflects the amount of its
tax  liability  thereunder.  Seller has  withheld,  collected and paid all other
levies,  assessments,  license fees and taxes to the extent  required  and, with
respect to payments, to the extent that the same have become due and payable.
               5.17 Since the date of the most recent  balance sheet included in
the  Financial  Statements,  Seller  has  not  sustained  any  material  loss or
interference  with its  business  of any kind  nature or  description  including
without  limitation,  from  fire,  storm,  explosion,  flood or other  casualty,
whether  or not  covered  by  insurance,  or from any labor  dispute or court or
governmental  action,  order or decree;  nor have there  been,  and prior to the
Closing,  there will not be, any material  adverse  change in or  affecting  the
general affairs, management, financial condition,  stockholders' equity, results
of operations or properties of Seller.
               5.18  Except  as  set  forth  in  Exhibit  "Q",  Seller  has  not
experienced any actual or to the best of Seller's knowledge been threatened with
any employee  strikes,  work  stoppages,  slow-downs,  or lock-outs,  or had any
material  change in the terms of its  agreements  with the  employees  of Seller
which would adversely affect Seller, and none are imminent.
               5.19  Neither   Seller  nor  its  present  or  former   officers,
directors,  employees or agents  (including  any third party acting on behalf of
Seller) have:  (i) directly or  indirectly,  made or authorized to be made,  any
bribes,  kickbacks or other payments of a similar nature, whether lawful or not,
to any person or entity,  public or  private,  regardless  of the form  thereof,
whether  in money,  property  or  services,  to obtain  favorable  treatment  in
securing  business  or to obtain  special  concessions  or to pay for  favorable
treatment for business secured or for special concessions already obtained; (ii)
paid  funds or  property  of any kind was  donated,  loaned  or made  available,
directly or indirectly,  for the benefit of, or for the purpose of opposing, any
government or  subdivision  thereof,  political  party,  candidate or committee,
either  domestic  or  foreign  except by  natural  persons  in their  individual
capacities; (iii) made any loans, donations, or other disbursements, directly or
indirectly, to officers or employees of the Seller for contributions made, or to
be made,  directly  or  indirectly,  for the  benefit  of, or for the purpose of
opposing,  any government or subdivision thereof,  political party, candidate or
committee,  either  domestic or foreign;  or (iv)  maintained  a bank account or
other account of any kind,  whether  domestic or foreign,  which account was not
reflected in the  corporate  books and records or which  account was not listed,
titled or identified in the name of Seller.
               5.20 The  corporate  record  books of  Seller  have been duly and
properly maintained, are in good order, complete,  accurate, up to date and have
all necessary signatures, and set forth all meetings and actions heretofore held
and/or taken by the stockholders and/or directors of Seller, as the case may be,
and/or as set forth in all  certificates  of votes of  stockholders or directors
heretofore furnished to anyone at any time. Seller has utilized its best efforts
to  maintain  the  files and  inventory  of  resumes  in a  current  and  usable
condition.
                5.21  The  copies  of the  articles  of  incorporation  (and all
amendments thereto) and the bylaws of Seller heretofore  delivered by the Seller
are true,  correct and complete in all respects;  are, and shall remain, in full
force and effect;  and shall not be altered,  amended,  modified,  terminated or
rescinded  prior  to the  Closing  without  the  prior  written  consent  of the
Purchaser in each instance.
                5.22 The  Stockholders,  officers  and  members of the Boards of
Directors  of Seller are as set forth on Exhibit "R"  annexed  hereto and made a
part hereof; and during the period from the date hereof until the Closing, there
shall be no change in such  officerships  and/or  memberships  without the prior
written consent of the Purchaser in each instance.
                5.23 No  officer or  director  of Seller  (and/or  any member of
their  respective  immediate  families)  has a  financial  interest  (direct  or
indirect) in any competitor,  supplier or customer of Seller, DTS or PSST, other
than ownership of less than 1% of the  outstanding  voting stock of any publicly
traded company.
                5.24    Each of the Contracts on Exhibit "C" annexed hereto and
 made a part hereof are in full force and effect, have not been altered, 
amended, modified, terminated or rescinded, are fully enforceable in accordance
 with their respective terms.
                5.25 Other than as set forth on Exhibit "S"  annexed  hereto and
made a part  hereof,  Seller is not a party  (i) to any  contract  or  agreement
calling  for the  payment  of more  than  $10,000  per annum or  $25,000  in the
aggregate  and/or  which  cannot be  terminated  on no more  than 90 days  prior
written  notice  from  Seller to the other  party  thereto;  (ii) to any  profit
sharing,  bonus,  deferred  compensation,  pension or retirement plan, severance
policy  or other  similar  agreement  or  arrangement;  (iii) to any  collective
bargaining agreement;  or (iv) to any agreement not entered into in the ordinary
course of business.
                5.26 The  Contracts  are  effective and there exists no material
breach or default with respect to same. The copies of those Contracts  delivered
to Purchaser as a condition to Closing  shall be accurate and complete and there
exist no amendments with respect to same which shall not be disclosed. Except as
noted as Exhibit  "C",  Seller  knows no present  condition or set of facts with
respect  to  either  amendment  of terms or  performance  pursuant  to which the
requirements  for  personnel in such  contracts  shall  materially be reduced or
changed adversely. Seller is not presently aware of any past deficiencies in its
performance of services under such  contracts  that might  materially  adversely
affect the continuation of supplying services under such contracts.
                5.27 Except as set forth on Exhibit "T", there have been no past
proceedings nor are there any proceedings now pending nor, to Seller's knowledge
or belief,  threatened against Seller before the National Labor Relations Board,
State Department of Labor,  State Commission on Human Rights and  Opportunities,
State Department of Labor, Equal Employment  Opportunity Commission or any other
local,  state or Federal agencies having  jurisdiction over employee rights with
respect to hiring, tenure, conditions of employment within the three year period
prior to the execution of this Agreement.
                   5.28  Seller,  to the  best  of  its  knowledge  and  belief,
represents  that it has properly  made,  reported  and remitted all  appropriate
federal,  state and local payroll related deductions and taxes including:  FICA,
FUTA, SUI and income tax  withholdings  presently due and owing;  all applicable
Sales and Use Taxes;  and  further  warrants  that it will  report and remit all
withholdings and taxes due for activities prior to the Closing Date.
               
                   5.29 None of the contracts referenced or listed on Exhibit"C"
were  obtained  or  executed   based  in  whole  or  in  part  on  the  fact  or
representation  that Seller is a minority or woman owned or operated business or
a small  business  enterprise as those or similar terms are deemed by Federal or
state statutes or regulations.

                   5.30 Seller has not been the subject of any union  organizing
activity and there have been no attempts to unionize the employees of Seller.
                
                   5.31  Seller  has  paid  all  employees  in  accordance  with
applicable  local,   state  and  federal  law.  All  employees  have  been  paid
appropriate  and correct  premium  wages where  applicable.  5.32 Seller has not
retained the services of any independent contractor or consultant for assignment
to Customers  except as listed on Exhibit  "U,"  annexed  hereto and made a part
hereof.  5.33 There are no contracts,  agreements,  or arrangements,  written or
oral,  relating to the conduct of the business of Seller to be sold hereunder to
which  Seller  is a party or is  bound,  except  as may be  referred  to in this
Agreement,  or any schedule or exhibit annexed hereto. 5.34 Exhibit "V" contains
complete,  correct and current copies of all insurance  policies in effect as of
the time of this  agreement.  The policies in place are in full force and effect
and insure  against  risks and  liabilities,  and in amounts and under terms and
conditions  customary for the business in which Seller is engaged.  Seller shall
keep such coverage in effect through the date of Closing.
 
               5.35     Each of Seller's Employee Benefit Plans is listed on 
Exhibit "W".
               5.36     Seller does not (and has not in the past) maintained a 
defined benefit pension plan, or made any contributions to a multiemployer 
pension plan, as that term is defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974.
               5.37 With respect to the Employee Benefit Plans, to the knowledge
of Seller,  each such Employee Benefit Plan (and each related trust or insurance
contract)  complies in form and in operation in all material  respects  with the
applicable  requirements  of ERISA and the  Internal  Revenue  Code of 1986 (the
"Code").
               5.38     All contributions and insurance premiums that are due to
 the Plans on or before the Closing Date have been paid in full.
               5.39     INTENTIONALLY OMITTED.
               5.40 Seller has provided to Buyer complete and correct copies
of the Employee Benefit Plans,  including each plan document and any amendments,
trust  agreements,   insurance   contracts,   summary  plan  descriptions,   and
administrative  service  agreements  and IRS  determination  letters.  5.41  The
representations,  warranties, covenants and agreement of the Seller contained in
this  Agreement are true,  complete,  accurate and correct in all respects as of
the date hereof and shall be true,  accurate  and correct and  complete,  in all
respects as of the  Closing;  and will not contain any untrue  statement  of any
material  fact,  or omit to state a material fact in order to make any or all of
such  representations  and warranties not materially  misleading as of this date
and as of the Closing  Date;  and at the Closing the Seller shall deliver to the
Purchaser  a  certificate,  executed  by Seller  remaking  each of the  Seller's
representations,   warranties,   covenants  and  agreement  set  forth  in  this
Agreement, including without limitation, those set forth in this Section 5.41.

               5.42     The Assets and the Excluded Assets constitute all of
 the assets owned by Seller which are used in the Business.

                                    ARTICLE 6
                   PURCHASER'S REPRESENTATIONS AND WARRANTIES

               The Purchaser represents and warrants to Seller as follows:
                6.1 The  Purchaser  is a  corporation  duly  organized,  validly
existing  and in good  standing  under and by virtue of the laws of the State of
Delaware,  and the  execution  and delivery of this  Agreement  and the purchase
contemplated  hereby  and  the  Employment  Agreement  with S.  Rashkin  and the
Consulting  Agreement with R. Rashkin have been duly authorized by all necessary
corporate action on the part of the Purchaser.
               6.2      The Purchaser has corporate power to execute and perform
 this Agreement, and to consummate the transactions contemplated hereby.
               6.3 The execution and  performance of this Agreement by Purchaser
will not conflict with, or result in a breach of, any of the terms,  conditions,
or provisions of any law or any regulations,  order, writ, injunction, or decree
of any court or  governmental  instrumentality,  or of the corporate  charter or
by-laws of the Purchaser or of any agreement,  whether written or oral, or other
instrument to which it is a party or by which it is bound,  or constitute  (with
the giving of notice or the passage of time, or both) a default thereunder.

                                    ARTICLE 7
                             ACCESS AND INFORMATION

               7.1 From and  after  the  Closing  Date,  and for a period of six
years  thereafter,  Seller shall give to the Purchaser,  and the Purchaser shall
maintain  the same intact and shall not remove or destroy  the same  without the
written  consent of the Seller for its records,  operating  books and  financial
records (other than corporate records and corporate tax records) relating to the
Business  (including  paid supplier  invoices,  customers'  billings and payroll
records and returns).  From and after the Closing Date, the Purchaser shall give
to the  Seller  and its  representatives  from time to time upon  request of the
Seller full access during normal  working hours to any and all books,  contracts
and other records  (including  credit files) of Seller left in the possession of
the Purchaser, including the right to make copies thereof.
                7.2 From and after the Closing  Date,  the Seller  shall give to
the  Purchaser  and its  representatives  from time to time upon  request of the
Purchaser  full access during normal  working hours to all books,  contracts and
other  records,  including  credit  files,  which are not to be  conveyed to the
Purchaser  hereunder and which are relevant to the present  Business  which have
been retained in the Seller's possession,  including the right to make copies of
relevant  portions  thereof.  The Seller shall be  obligated to give  reasonable
notice of not less than  thirty  (30) days in  writing to the  Purchaser  of the
Seller's  intention to dispose of or destroy any such books,  contracts or other
records related to the Business and shall, at the Purchaser's request, turn over
to the Purchaser any of the books  contracts,  or other records set forth in any
such notice to the extent that they relate to the Business.
                                    ARTICLE 8

                           INDEMNIFICATION AND OFF SET

               8.1 In  addition  to the  indemnifications  set  forth  in  other
sections hereof and subject to the limitations  provided in Section 8.2, Seller,
Stockholder and S. Rashkin, jointly and severally agree to indemnify, exonerate,
defend and save the Purchaser, its Affiliates,  officers,  directors,  employees
and  representatives  (collectively  the  "Purchaser"  for the  purposes of this
Article 8) harmless from, against, for and in respect of the full amounts of any
and all damages,  losses, demands,  obligations,  tax, interest,  penalty, suit,
judgment,  order, lien,  liabilities,  debts, claims, actions, causes of action,
encumbrances, costs and expenses, whether administrative, judicial or otherwise,
of every kind and nature, including, without limitation,  reasonable attorneys',
consultants',   accountants'  and  expert  witness  fees,  suffered,  sustained,
incurred or  required to be paid at any time after the Closing by the  Purchaser
based  upon,  arising  out  of,  resulting  from  or  because  of the  following
(collectively, "Loss"):
                    (a)     any obligations of the Seller, the other Rashkin
 Companies, Stockholder or S. Rashkin incurred in connection with the making and
 performance of this Agreement or the Datatech Agreement or the PSST Agreement;
                    (b)     all obligations and liabilities of Seller or any
other Rashkin Company whatsoever, whether disclosed or undisclosed, absolute or
contingent, direct or indirect, due or to become due, now existing or arising 
hereafter, not assumed by Purchaser pursuant to this
Agreement or the Datatech Agreement or the PSST Agreement;
                   (c)     the untruth, inaccuracy, incompleteness, 
violation or breach of any representation, warranty, agreement, undertaking or 
covenant of Seller, Stockholder, the other Rashkin Companies or S. Rashkin;

                   (d) any claims made against or expense  incurred by Purchaser
including,  but  not  limited  to,  those  with  respect  to the  conditions  or
operations  of Seller or the  other  Rashkin  Companies  made by  regulatory  or
administrative  agencies  having  jurisdiction  over Seller or the other Rashkin
Companies  resulting  from  violations  of  local,  state  or  federal  laws  or
regulations by Seller or the other Rashkin  Companies or any of their respective
agents,  servants or employees,  or resulting from a failure to collect or remit
state or local taxes, arising prior to the Closing;

                   (e) INTENTIONALLY OMITTED.
                       
                   (f) All  reasonable  costs and expenses  (including,  without
limitation, reasonable attorneys' fees, interest, and penalties) incurred by the
Purchaser in connection with any action, suit, proceeding, demand, assessment or
judgment incident to any of the matters indemnified against.

                   (g)  Notwithstanding  anything  in  this  Section  8  to  the
contrary,  Stockholder  shall have no  liability or  indemnification  obligation
relating to or arising from the  McDonnell  Douglas  Contract (as defined in the
Datatech Agreement) or the Incident (as defined in the
Datatech
Agreement).

               8.2 The  indemnification  obligations  under Section 8.1 shall be
subject  to a limit  calculated  with  reference  to all of the  indemnification
obligations  of  Seller,  DTS,  PSST,  S.  Rashkin,  and R.  Rashkin  under this
Agreement,  under the Purchase Agreement (the "PSST Agreement") between PSST and
Purchaser,  and under the Purchase Agreement (the "Datatech  Agreement") between
Datatech and CTS Acquisition Co. I. as follows:  the maximum aggregate  personal
liability of Seller,  DTS,  PSST,  S.  Rashkin,  and R.  Rashkin  under all such
agreements shall be the aggregate purchase price for the Assets of PSST, RRA and
DTS under such agreements.  The personal liability of Stockholder and S. Rashkin
under   Section  8.1  shall  not  be  effective   until   Purchaser   has  first
unsuccessfully  sought recourse against the Seller,  unless Purchaser reasonably
believes that  judgement  against the Seller cannot be satisfied in full or that
its ability to make  collection  in full from  Stockholder  or S. Rashkin may be
impaired.  Nothing in the preceding  sentence shall affect or impair Purchaser's
right under Section 8.3 or under the Indemnity Escrow Agreement, which shall not
be subject to said sentence.
               8.3 Seller  hereby  grants to Purchaser  the right of full offset
against  any  monies  due  Seller,  either  under  this  Agreement  or any other
agreement the Seller may have with Purchaser, or Purchaser's  Affiliates,  other
than  employment  agreements,  for the purpose of applying same to any sums that
might become due to Purchaser as a result of the indemnities herein made or as a
result of a breach of any of the covenants, representations or warranties herein
contained.  Said right of offset  shall in no way limit  Purchaser's  ability to
collect any funds due and owing to it from the Seller.
               8.4 In order to establish  security and a ready source of cash in
the event of any breach of any covenant,  agreement,  representation or warranty
contained in the PSST Agreement or the Datatech  Agreement,  DTS will deposit at
the Closing the sum of Six Hundred Twenty-Five  Thousand Dollars ($625,000) into
an Escrow  Fund to be  maintained  in  accordance  with the terms the  Indemnity
Escrow  Agreement.  The  amount  deposited  in  escrow  shall not  constitute  a
limitation of liability of any Rashkin Company, Stockholder or S. Rashkin.
               8.5      The obligations of Seller, Stockholder and S. Rashkin 
to indemnify pursuant to Section 8.1 (and the representations and warranties set
forth herein) shall be for a period of five years following the Closing Date.
               8.6 Purchaser  indemnifies  Seller and Stockholder  from all Loss
incurred  as a result  of any  untrue  representation,  breach  of  warranty  or
non-fulfillment  of any  covenant  or  agreement  stated  in this  Agreement  by
Purchaser and any liabilities and claims of the Business  incurred in connection
with the making and performance of this Agreement after the Closing Date.
               8.7 Promptly  after any person  entitled to  indemnification  (an
"Indemnitee") receives notice of any potential Loss, Indemnitee must give notice
in writing to the indemnifying party;  provided,  however,  that failure to give
such notice shall not relieve the indemnifying party of its obligation hereunder
except  to  the  extent  the  indemnifying  party  is  prejudiced  thereby.  The
indemnifying  party must  assume the  defense  of the Loss and  Indemnitee  must
cooperate in connection with such defense. If Indemnitee  reasonably  determines
that  separate  counsel is necessary  (whether due to the existence of different
defenses,  potential conflicts of interest or otherwise), or if the indemnifying
party does not assume the defense,  then Indemnitee may employ separate counsel,
and  the  indemnifying  party  will  pay  such  counsel's  reasonable  fees  and
disbursements as incurred.
               8.8 If  indemnity  under this  Agreement is  unavailable  for any
reason,  then Purchaser,  Seller,  Stockholder and S. Rashkin will contribute to
the Loss for which  such  indemnity  is  unavailable  in such  proportion  as is
appropriate to reflect the relative benefits to Purchaser,  Seller,  Stockholder
and S.  Rashkin  in  connection  with  the  transactions  contemplated  by  this
Agreement.
                                    ARTICLE 9
                         EFFECTIVE DATES OF TRANSACTIONS

                9.1   The effective date of the purchase and sale contemplated
 herein shall be  midnight on the Closing Date.

                   9.2  In   amplification   of   the   above   stated   general
understanding  of the parties,  the following  provisions  will govern  specific
aspects of the change in ownership:  (a) In accordance with Sections 4.1 and 4.2
the Seller will retain all of Seller's accounts  receivable  (including unbilled
amounts  which will only  consist of billable  days or hours worked prior to the
Closing Date) and the proceeds therefrom for all business conducted on or before
that date, and Seller will remain liable for all of its accounts payable, except
amounts relating to computer equipment approved by Purchaser pursuant to Section
4.11, for items actually  delivered or services actually  rendered,  all payroll
obligations including the deduction and payment to the appropriate Federal state
and local authorities for income tax withholdings, FICA, FUTA, SUI and all other
payroll deductions, and sales and use taxes accrued or incurred on or before the
Closing  Date  ("Payables").  (b) The  Purchaser  shall pay for all supplies and
equipment  actually  delivered or services actually rendered after the effective
date, provided,  however, that such supplies and equipment or such services were
purchased or rendered and  delivered in the ordinary  course of the business and
are necessary for the  continuation of the business.  (c) The Purchaser shall be
obligated to perform all  Contracts  and  purchase  orders with  Customers  with
respect  to items  not  performed  prior to  Closing  Date,  provided  that such
contracts and purchase orders were entered into by Seller in the ordinary course
of business,  disclosed to Purchaser prior to Closing, and further provided that
such obligations  arise from services  rendered on or after the date of Closing.
(d) All expenses paid or obligations  incurred by Seller, if any, as a result of
which  Purchaser will receive after Closing Date the benefit of a portion of the
consideration  for such  expenses  shall be  prorated  between the parties in an
equitable manner  reflecting the relative benefit received by each. All expenses
paid or  obligations  incurred by  Purchaser  (other than  Payables  and prepaid
expenses  and  deposits  under  Section  3.7) as a result  of which  Seller  has
received on or before Closing Date the benefit of a portion of the consideration
for such expenses shall be prorated  between the parties in an equitable  manner
reflecting the relative  benefit  received by each. All of such prorations shall
be made in accordance  with normal  business  practice.  (e) All  obligations of
Seller for commissions  payable to commission sales agents which relate to sales
made on or before effective date shall remain the obligation of the Seller.  (f)
All inquiries and communications received by the Seller after the effective date
will be forthwith  mailed to the  Purchaser to the extent the same relate to the
Business sold by the Seller  hereunder.

                                   ARTICLE 10
                       COVENANTS AND AGREEMENTS BY SELLER

                   10.1  Conduct of  Business.  From the date  hereof  until the
Closing Date,  Seller  covenants  and agrees that:  (a) Seller shall operate the
Business  in the usual and  ordinary  course;  (b)  Seller  shall not  remove or
transfer any assets for less than full and fair  consideration,  provided  there
shall be no restrictions  on the payment of cash  dividends;  (c) Subject to the
requirement of satisfying  all Purchaser  Clearance  Requirements,  Seller shall
permit the officers and other authorized  representatives  of Purchaser (i) full
and  unrestricted  access,  from time to time and at one or more  times,  to the
plants,  properties,  offices  and books and  records of Seller,  during  normal
business hours,  and in connection with such books and records,  such inspection
shall be at the offices  where such  records are normally  maintained,  and such
parties shall be entitled to make copies of and abstracts from any of such books
and records;  (ii) the opportunity to meet,  correspond and communicate with the
officers, directors, employees, counsel and accountants to Seller, and to secure
from each such  information as such parties shall deem necessary or appropriate;
and (iii) to review and copy such other,  further and  additional  financial and
operating  data,  materials and information as to the business and operations of
Seller as may be  requested  by such  parties;  provided  however  that all such
information  and  material  secured  by  such  parties  in the  course  of  such
investigation shall be and be deemed to be confidential and shall be used solely
in connection with the transactions herein described,  and all written memoranda
and documents and/or other tangible evidence of such information shall either be
returned to the Seller and/or destroyed in the event the subject  acquisition is
not consummated. (d) Seller shall maintain all insurance coverages in full force
and effect.  (e) Seller shall use best efforts to retain the  Business'  current
employees so that they will remain  employable  after Closing.  (f) Seller shall
take and  perform  any and all  actions  necessary  to  render  accurate  and/or
maintain the  accuracy  of, all of the  representations  and  warranties  of the
Seller  and  Stockholder  herein  contained  and/or  satisfy  each  covenant  or
condition required to be performed or satisfied by the Seller and Stockholder at
or prior to the  Closing  and/or to cause or permit  the  implementation  of the
within acquisition.  (g) Seller shall not take or perform any action which would
or might cause any representation or warranty made by the Seller and Stockholder
herein  to be  rendered  inaccurate,  in whole  or in part  and/or  which  would
prevent,  inhibit  or  preclude  the  satisfaction,  in  whole or in part of any
covenant  required to be performed or satisfied by the Seller and Stockholder at
or prior to the Closing and/or the implementation of the within acquisition. (h)
Seller shall perform,  in all material respects all of its obligations under all
material  agreements,  leases and documents  relating to or affecting the Assets
and  the  Business;   and  use  its  best  efforts  to  preserve,   intact,  the
relationships  with Seller's  suppliers,  customers,  employees and other having
business  relations  with Seller so that the Business will be intact at Closing.
(i)  Seller  shall  immediately  advise  Purchaser  of any event,  condition  or
occurrence  which  constitutes or may, with the passage of time and/or giving of
notice  constitute,  a breach of any representation or warranty of any Seller or
Stockholder  herein contained  and/or which prevents,  inhibits or limits or may
prevent, inhibit or limit Seller or Stockholder from satisfying,  in full and on
a  timely  basis,  any  covenant,  term or  condition  herein  contained  and/or
implementing  this  Agreement.  (j) Subject to the requirement of satisfying all
Purchaser  Clearance  Requirements,   Seller  will  permit  access  to  Customer
representatives  and will accompany and introduce  Purchaser  representatives to
the  Customers  as may be  requested to make  inquiries  regarding,  among other
things,  Seller's  performance,  the  existence  of  any  defaults,  prices  and
prospects  for further work.  This access will not obviate or release  Seller or
Stockholder from liability for any  representation or warranty made with respect
to the Customers or Contracts.  Other than obligations to preserve  confidential
information  as  contained  in  this  Agreement,  the  Purchaser  shall  have no
liability with respect to or arising out of meeting with the  Customers,  except
as set forth in Section 14.1(b). (k) Neither Seller nor Stockholder will solicit
or entertain any offers through principals, agents or brokers to purchase, sell,
encumber or otherwise transfer any or all of the stock or assets of Seller, with
the  exception  of the sale of goods  or  services  in the  ordinary  course  of
business, unless and until this agreement has been terminated in accordance with
its terms.  Seller and  Stockholder  agree to promptly  notify  Purchaser in the
event either of them receive any such inquiry or offer.  (l) Not take any action
in the  singular  or  aggregate  which  results,  or with the passage of time is
likely to result in a material  adverse  change to the business or the prospects
of the business of Seller.  

                                   ARTICLE 11

                COVENANTS AND AGREEMENTS BY PURCHASER AND PARENT

11.1 S. Rashkin and Purchaser  shall enter into the employment  agreement
in accordance  with the terms contained in Exhibit "G" hereto and R. Rashkin and
Purchaser  shall enter into a consulting  agreement in accordance with the terms
contained in Exhibit "G-1" hereto. 11.2 Parent shall comply with the obligations
with  respect to the  issuance  of options and the  registration  of the options
and/or of shares purchased  pursuant to the exercise of the options set forth in
R. Rashkin's Consulting Agreement.

                                   ARTICLE 12
                         SELLER'S CONDITIONS TO CLOSING

                   12.1  Seller  shall  have  the  absolute  right  in its  sole
discretion to waive any Closing requirement at or before Closing. If Seller does
not waive its rights in whole or in part and Purchaser is not ready, willing and
able to perform as of Closing,  Seller  shall have the right to  terminate  this
Agreement  upon written notice to Purchaser.  In the event of such  termination,
all of Seller's  obligations shall terminate without further loss, damage, cost,
claim,  right or  remedy  in favor of  Purchaser.  The  obligation  of Seller to
consummate the transactions  contemplated by this Agreement is, unless waived by
Seller,  subject to the  fulfillment,  on or before the Closing,  of each of the
following  conditions:  (a) No third party injunction or restraining order shall
be in effect  which  prohibits,  restricts  or enjoins,  and no suit,  action or
proceeding shall be pending which seeks to prohibit,  restrict, enjoin, nullify,
seek material damages with respect to or otherwise  materially  adversely affect
the consummation of the transactions  contemplated  hereby; (b) All covenants of
Purchaser  under this Agreement to be performed  prior to the Closing shall have
been performed in all material  respects,  except to the extent  attributable to
actions  expressly  permitted or  consented to by Seller in writing;  (c) At the
Closing, Seller shall have received a certificate, executed by the President and
Secretary  of the  Purchaser  (effective  as of the  Closing),  and in form  and
content  reasonably  acceptable to Seller,  certifying the truth and accuracy of
the representations and warranties of the Purchaser herein contained; (d) Seller
shall have received from Purchaser a certificate from the Department of State of
the State of Delaware to the effect that  Purchaser is in good  standing in such
state; (e) All material  authorizations,  approvals or waivers of any federal or
state regulatory bodies shall have been obtained; (f) Seller shall have received
all certificates, instruments, agreements and other documents to be delivered at
or before Closing as provided in this  Agreement and a certificate  signed by an
officer of Purchaser  confirming the matters set forth in sections (a), (b), (c)
and (e) above;  (g) Purchaser shall tender to Seller the Purchase Price required
to be paid at Closing in immediately available funds by check or bank wire to an
account  designated  by  Seller;  (h)  Purchaser  shall  satisfy  all  Purchaser
Clearance  Requirements;  (i) The  lease  with R.  Rashkin,  being  assigned  to
Purchaser,  shall  provide  for a term of two years from the Closing  Date;  (j)
Purchaser shall provide to Seller evidence reasonably  acceptable to Seller that
Purchaser has or shall have obtained adequate capital  resources,  including any
credit  facility  or  borrowing  availability,  sufficient  to fund  payroll and
associated  payroll  taxes for all  Billable  Employees  for six weeks after the
Closing Date (which, based on current payroll, is $4,700,000) in addition to the
Purchase  Price;  (k) Purchaser  shall have delivered to Seller evidence that it
has in place  liability  and  worker's  compensation  insurance  relating to its
conduct of business  with the Assets after the Closing Date in amounts and under
terms and  conditions  customary for such a business;  and (l) All conditions to
Seller's  performance  under the DTS Agreement and the PSST Agreement shall have
been  satisfied or waived.  


                                   ARTICLE 13
                       PURCHASER'S CONDITIONS TO CLOSING

                   13.1  Purchaser  shall  have the  absolute  right in its sole
discretion to waive any Closing  requirement at or before Closing.  If Purchaser
does not waive its rights in whole or in part and  Seller is not ready,  willing
and able to perform as of Closing,  Purchaser  shall have the right to terminate
this Agreement upon written notice to Seller.  In the event of such termination,
except as provided in Section  14.1(b),  all of  Purchaser's  obligations  shall
terminate without further loss, damage, cost, claim, right or remedy in favor of
Seller  or   Stockholder.   The   obligation  of  Purchaser  to  consummate  the
transactions  contemplated  by this  Agreement  is,  unless waived by Purchaser,
subject to the fulfillment,  on or before the Closing,  of each of the following
conditions: (a) All required consents shall have been received by the Purchaser,
including, but not limited to, all consents and approvals required to permit the
Purchaser  to enjoy after the Closing  Date all rights and  benefits  presenting
enjoyed by Seller;  provided,  however,  if Seller is unable to obtain a consent
prior to Closing,  Purchaser shall receive  assurances as it deems reasonable in
its discretion that it will receive such consents in a reasonable time after the
Closing Date;  (b) No injunction or  restraining  order shall be in effect which
prohibits,  restricts or enjoins,  and no suit,  action or  proceeding  shall be
pending  which seeks to  prohibit,  restrict,  enjoin,  nullify,  seek  material
damages  with  respect  to  or  otherwise   materially   adversely   affect  the
consummation  of the  transactions  contemplated  hereby;  (c) All  covenants of
Seller under this Agreement to be performed prior to the Closing shall have been
performed in all material respects, except to the extent attributable to actions
expressly permitted or consented to by Purchaser in writing; (d) At the Closing,
Purchaser  shall have  received a  certificate,  executed by the  President  and
Secretary of the Seller  (effective as of the Closing),  and in form and content
reasonably  acceptable  to Purchaser,  certifying  the truth and accuracy of the
representations  and  warranties of the Seller herein  contained;  (e) Purchaser
shall have received from the Seller a certificate  from the Arizona  Corporation
Commission  to the effect  that Seller is in good  standing  in such state;  (f)
Purchaser has received such  documentation as may be necessary to establish that
Purchaser is not required to withhold any portion of the Purchase Price pursuant
to Section 1445 of the Code  (substantially  in the form of Exhibit "Y" hereto);
(g)  Purchaser  shall  have  received  all  Assets,  certificates,  instruments,
agreements and other documents to be delivered by Seller at or before Closing as
provided in 5.2 and elsewhere in this Agreement,  including a certificate signed
by an officer of Seller  confirming  the matters set forth in sections (b), (c),
(e) and (f) above;  (h) Prior to the Closing  there shall not have  occurred any
material  adverse  change in the Business,  nor shall any event have occurred or
condition  exist  which,  with the passage of time or the giving of notice,  may
cause or create any such adverse material change; (i) Prior to the Closing,  all
corporate and other proceedings in connection with the transactions contemplated
by  this  Agreement  and  all  documents  and   instruments   incident  to  such
transactions shall be in form and content  reasonably  satisfactory to Purchaser
and its  counsel,  and  Purchaser  and  its  counsel  shall  have  received  all
counterpart  originals  or  certified  or other  copies  of such  documents  and
instruments as they may reasonably request;  (j) All statutory  requirements for
the valid consummation by the Sellers of the transactions herein described shall
have been fully and timely satisfied; all authorizations, consents and approvals
of all federal,  state and local governmental  agencies and authorities required
to be obtained  in order to permit  consummation  by Seller of the  transactions
herein  described,  and/or to permit the Business to continue  unimpaired in all
material respects immediately following the Closing shall have been obtained and
shall be in full  force and  effect;  and no action or  proceeding  to  suspend,
revoke, cancel, terminate, modify or alter any of such authorizations,  consents
or approvals  shall be pending or threatened;  (k) Purchaser shall have received
all the documentation  required to be delivered to it pursuant the provisions of
the Agreement; (l) Purchaser shall have received an opinion of counsel to Seller
with  respect to those  matters set forth on Exhibit  "Z" hereto;  (m) The lease
with R.  Rashkin  shall be amended  to provide  for a term of two years from the
Closing Date; (n) Purchaser,  its lawyers and accountants shall have conducted a
review  of the  Seller  and  its  contracts,  business  and  operations  and the
Purchaser  shall be satisfied with such review,  provided that  Purchaser  shall
have  completed its due  diligence by April 19, 1996,  except to the extent that
Purchaser  shall  have  advised  Seller  by April 19,  1996 of all open  matters
regarding such due diligence;  and (o) All conditions to Purchaser's performance
under the DTS  Agreement  and the PSST  Agreement  shall have been  satisfied or
waived.

                                   ARTICLE 14
                                  TERMINATION

                   14.1  Termination.  (a)  Anything  herein or elsewhere to the
contrary notwithstanding,  this Agreement and any agreement ancillary hereto may
be terminated and the  transactions  contemplated  hereby  abandoned at any time
prior to or at the Closing by: (i) mutual consent of Seller and Purchaser;  (ii)
Seller, if any of the conditions set forth in Article 12 shall not have been met
and shall not have been  waived by Seller as of the  Closing  Date,  and at such
time Seller is not in material breach or default of its obligations contained in
this  Agreement;  or (iii)  Purchaser,  if any of the  conditions  set  forth in
Article 13 shall not have been met and shall not have been  waived by  Purchaser
as of the Closing Date, and at such time Purchaser is not in material  breach or
default of any of its obligations contained in this Agreement.  (b) In the event
the  transactions  hereunder are not consummated by Purchaser (i) solely because
it fails to obtain  financing  as  provided in Section  12.1(j),  or (ii) Seller
fails to obtain consents to the assignment of Contracts,  as provided in Section
13.1(a) solely because the customer is not satisfied with Purchaser's  financial
condition  and has so stated in writing,  and  Purchaser is not willing to close
without such consents,  Purchaser shall pay Seller's legal expenses  incurred in
connection  herewith  and under the  Purchase  Agreement  with RRA and DTS in an
amount not to exceed Forty Thousand Dollars ($40,000). (c) Any party desiring to
terminate this  Agreement  pursuant to this Article 14 shall give notice of such
termination  to the other party hereto in  accordance  with Section  19.7.  

                   14.2  Effect  of  Termination.   (a)  If  this  Agreement  is
terminated in accordance  with Section 14.1,  then all rights and obligations of
the parties  hereunder shall  terminate and be of no further  effect;  provided,
however,  that no such termination  shall relieve any party of liability for any
breach of its obligations under this Agreement prior to such termination


                                   ARTICLE 15
                              PUBLIC ANNOUNCEMENT

                   Seller and Stockholder recognize and agree that the Purchaser
is a public  company and that the Seller and the  Stockholder  will not make any
public  announcement  concerning this Agreement or the  negotiations and to keep
same confidential unless given written permission from the Purchaser to make any
announcement  or otherwise  disclose the  information  except as contemplated by
Section  3.2.  Purchaser  shall  have the  right  to  announce  the  transaction
contemplated  hereby  and/or the  negotiations  between the  parties  upon prior
notice to the Seller and  whether or not the  announcement  is  required  by law
regulation or the rules of any public stock exchange on which  Purchaser's stock
is listed.  Purchaser  will give  Seller  prior  notice of any  announcement  it
believes  is  necessary  or proper.  


                                   ARTICLE 16

                               NEGATIVE COVENANTS

                   16.1 It is understood by the parties herein that the negative
covenants  contained  in this  Section  and the one  following  are a prime  and
essential  consideration  on which  Purchaser  will rely  prior to and after the
Closing Date in consummating  this Agreement

                   16.2 Seller and Stockholder  agree that in  consideration  of
the sale of its business to Purchaser  that for a period of five (5) years after
the Closing  Date,  they  jointly and  individually  will not:  (a)  directly or
indirectly,  own,  manage,  operate,  control,  be employed by,  participate in,
render  service to,  solicit  customers  for, or be connected  with any business
which  competes  with  Purchaser,  or any of its  affiliated  corporations  with
respect to the business of supplying  technical personnel and services to others
within the United  States;  (b) solicit or accept any  business  from clients or
potential clients of Seller that any employee or former shareholder, director or
officer of Seller may have  contacted  or been  assigned  at any time during the
three (3) year period prior to Closing;  or (c) approach  directly or indirectly
any employee  (billable or staff)  without regard to location for the purpose of
attempting  to or actually  soliciting  or hiring  that  employee  from  its/his
account  or the  account  of  another. 

                   16.3 It is  recognized  by  Seller  and  Stockholder  that an
action for damages may not be an adequate  remedy for  Purchaser in the event of
the breach of any of the negative  covenants  contained in this  Agreement,  and
therefore,  it is agreed that in addition to any other rights Purchaser may have
in the event of a breach of this  Agreement,  Purchaser  shall have the right to
judicial  enforcement of said covenants by way of injunction,  restraining order
or any other similar equitable relief. If any portion of the foregoing covenants
is invalid or unenforceable  due to area or time, such fact shall not affect the
validity or enforceability of the remaining  portions or prevent  enforcement of
restrictions  to the  extent  a court of  competent  jurisdiction  may  consider
reasonable.  The  parties  agree  that in any event said  restrictions  shall be
enforced to the maximum  extent  permitted  by law. 

                   16.4  The  time  period  of the  negative  covenant  shall be
extended  for a period of time  equal to that time  period  utilized  during the
pendency of any action for enforcement

                   16.5 Seller will deliver negative covenant  agreements in the
form  annexed as Exhibit  "AA" for those  employees  designated  by Purchaser at
least ten days prior to Closing.

                                   ARTICLE 17
                                   NO BROKERS

                   17.1 Each party  represents  and  warrants  to the other that
there are no claims for  brokerage  commissions  or finders'  fees in connection
with  the  transactions  contemplated  hereby  with  the  exception  of  Marc D.
Freedman.  Marc D.  Freedman  will be paid by  Purchaser  in  accordance  with a
separate  agreement by and among Marc D.  Freedman,  the Rashkin  Companies,  S.
Rashkin, R. Rashkin and the Purchaser.


                                   ARTICLE 18
                               FEES AND EXPENSES

                   18.1 Except as herein otherwise provided, each of the parties
hereto  shall pay its own  legal  and  accounting  charges  and  other  expenses
incident  to the  execution  of  this  Agreement  and  the  consummation  of the
transactions contemplated hereby.

                                   ARTICLE 19
                                  MISCELLANEOUS

                   19.1 This Agreement may be executed  simultaneously 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.  All  covenants  and
agreements  made by or on behalf of any of the parties  hereto  shall be binding
upon and inure to the benefit of their respective successors and assigns, unless
otherwise  specifically  set forth  herein.  The terms  and  provisions  of this
Agreement  may not be  modified  or  amended,  except in  writing  signed by all
parties  hereto.  No  representations,  warranties,  or  covenants,  express  or
implied,  have been made by any party to this  Agreement in connection  with the
subject matter  hereof,  except as expressly set forth in this Agreement and the
exhibits  hereto.  The headings in this  Agreement  are for the  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.  

                   19.2 No  terms  and  provisions  hereof,  including,  without
limitation,  the terms  and  provisions  contained  in this  sentence,  shall be
waived,  modified  or  altered  so as to impose any  additional  obligations  or
liability or grant any additional right or remedy, and no custom,  payment, act,
knowledge,  extension of time, favor or indulgence,  gratuitous or otherwise, or
words or  silence  at any  time,  shall  impose  any  additional  obligation  or
liability  or grant  any  additional  right or  remedy  or be deemed a waiver or
release of any obligation,  liability,  right or remedy except as set forth in a
written  instrument  properly  executed and  delivered by the party sought to be
charged,  expressly  stating that it is, and the extent to which it is, intended
to be so effective. No assent, express or implied, by either party, or waiver by
either party,  to or of any breach of any term or provision of this Agreement or
of the exhibits or schedules  shall be deemed to be an assent or waiver to or of
such or any  succeeding  breach of the same or any other such term or provision.

19.3 The captions of this Agreement are for  convenience and reference only, and
in no way  define,  describe,  extend  or  limit  the  scope or  intent  of this
Agreement or the intent of any  provisions  hereof.  

                   19.4 Seller agrees that it will, at any time before and after
the Closing, execute and deliver all additional documents, and do any other acts
or things that may be  reasonably  requested  by  Purchaser  in order to further
perfect  Purchaser's rights and interests  contemplated  hereunder and that they
will aid in the  prosecution,  defense or other litigation with third persons of
any rights arising from this Agreement, all without further consideration.

                   19.5  Jurisdiction.  This Agreement shall be governed by laws
of the State of New York.  Any judicial  proceeding  brought  against any of the
parties to this  Agreement on any dispute  arising out of this  Agreement or any
matter related hereto shall be brought in the courts of the State of New York or
the State of Arizona  or in the United  States  District  Court for the  Eastern
District of New York,  District of Arizona (or the Bankruptcy  Courts),  and, by
execution and delivery of this Agreement,  each of the parties to this Agreement
accepts  for itself or himself the  process in any action or  proceeding  by the
mailing of copies of such  process  to such  party at its or his  address as set
forth in  Section  19.7,  and  irrevocably  agrees  to be bound by any  judgment
rendered thereby in connection with this Agreement Each party hereto irrevocably
waives to the fullest  extent  permitted by law any objection that it or her may
nor or  hereafter  have to the  laying of the venue of any  judicial  proceeding
brought in such courts and any claim that any such judicial  proceeding has been
brought in an inconvenient  forum. The foregoing  consent to jurisdiction  shall
not constitute general consent to service of process in the State of New York or
the State of Arizona for any purpose  except as provided  above and shall not be
deemed to confer rights on any person other than the respective  parties to this
Agreement.  EACH PARTY HERETO  WAIVES  TRIAL BY JURY IN ANY JUDICIAL  PROCEEDING
UNDER THIS  AGREEMENT.  

                   19.6 Captions.  The Article and Section  captions used herein
are for reference  purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.

                   19.7 Notices.  Unless otherwise  provided herein, any notice,
request, instruction or other document to be given hereunder by any party to any
other  party shall be in writing and shall be deemed to have been given (a) upon
personal  delivery,  if  delivered  by hand,  (b) three  days  after the date of
sending such notice by certified mail, return receipt requested, or (c) the next
business  day if sent by  facsimile  transmission  or by an over  night  courier
service,  and in each case of mailing,  postage  prepaid  and at the  respective
addresses or numbers set forth below: To Seller and Stockholder: Raphael Rashkin
117 Harbor Lane West Bayshore, NY 11706

               With a copy to:        David E. Manch, Esq.
                                      Lewis and Roca
                                      40 N. Central Avenue
                                      Phoenix, Arizona  85004
                                      Facsimile 602-262-5747

               To Purchaser:           COMFORCE Technical Services, Inc.
                                      2001 Marcus Avenue
                                      Lake Success, New York 11042
                                      Attn:    President
                                      Facsimile 516/352-3362

               With a copy to:        David J. Hirsch, Esq.
                                      Doepken Keevican & Weiss
                                      37th Floor, USX Tower
                                      600 Grant Street
                                      Pittsburgh, Pennsylvania  15219
                                      Facsimile 412-355-2609

               19.8 Parties in Interest.  This Agreement may not be transferred,
assigned,  pledged or  hypothecated  by either Seller or Purchaser other than by
operation of law or with the prior written  consent of the other party,  and any
purported  transfer,  assignment,  pledge or  hypothecation in violation of this
Section shall be void.  This Agreement  shall be binding upon and shall inure to
the  benefit  of  the  parties  hereto  and  their  respective   administrators,
successors and permitted  assigns.  Notwithstanding  the foregoing the Purchaser
may assign its rights and  obligations  hereunder  to one or more  affiliate  or
subsidiary  companies whether now or hereinafter formed upon notice to Seller if
Seller's rights would not be diminished thereby.

               19.9  Severability.  In the event any provision of this Agreement
is found to be void and  unenforceable  by a court of competent  jurisdiction or
arbitration panel, the remaining provisions of this Agreement shall nevertheless
be  binding  upon the  parties  with  the  same  effect  as  though  the void or
unenforceable part had been severed and deleted.

               19.10    Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed to be an original but all of
which taken together shall constitute one instrument.
               19.11  Entire  Agreement.  This  Agreement,  including  the other
documents referred to herein,  contains the entire  understanding of the parties
hereto with  respect to the  purchase  of the assets  under this  Agreement  and
supersedes   all   other   prior   agreements,   correspondence,   conversation,
negotiations and understandings between the parties with respect to such subject
matter except as otherwise incorporated herein.
               19.12 Amendments.  This Agreement may not be changed orally,  but
only by an  agreement  in writing  signed by all of the parties  hereto,  and no
waiver of  compliance  with any  provision  or  condition  hereof and no consent
provided for herein  shall be effective  unless  evidenced by an  instrument  in
writing duly executed by the party hereto seeking to be charged with such waiver
or consent.
               19.13    Third Party Beneficiaries.  Each party hereto intends 
that this agreement shall not benefit or create any right or cause of action in 
or on behalf of any person other than the parties hereto and their respective 
successors and assigns as permitted under Section 19.8.
               19.14    Gender.  As used in this Agreement, any gender includes
a reference to all other genders and the singular includes a reference to the
plural and vice versa.

                                   ARTICLE 20
                                EFFECT OF CLOSING

                   20.1 The terms of this  Agreement  shall  survive the Closing
and shall not become merged therein.
<PAGE>



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

ATTEST:                                        RRA, INC.


_________________________                      By: ___________________________

                                               Title:  President

                                               COMFORCE CORPORATION

                                               By ____________________________

                                               Title: ________________________


ATTEST:                                        COMFORCE TECHNICAL
                                               SERVICES, INC.

_________________________                      By:____________________________

                                               Title:_________________________

                                               _____________________________
                                               Stanley Rashkin, individually

                                               _____________________________
                                               Raphael Rashkin, individually




                                                                    EXHIBIT 10.4

                                                        May 6, 1996
Raphael Rashkin
RRA, Inc.
1858 E. Southern Avenue
Tempe, AZ  85282

               Re:  Asset Purchase Agreement between RRA, Inc.
                      and Comforce Technical Services, Inc.
Dear Ray:

        This letter shall serve to confirm our agreement  that Section 2.1(b) of
the Asset Purchase Agreement (the "RRA Agreement") between RRA, Inc. ("RRA") and
Comforce Technical Services,  Inc. ("CTS") is amended to provide that the amount
of the contingency  payout that may be paid for each of the three annual periods
described in Section 2.1(b) of the RRA Agreement shall be $83,333.50  subject to
reduction by the Allocated Amount of the Advance Payment as described in the RRA
Agreement.  In addition to any Contingency Payout, CTS and Comforce  Corporation
are  required  to pay RRA under  Section  2.1(b) of the RRA  Agreement,  CTS and
Comforce Corporation shall pay as additional purchase price to RRA under the RRA
Agreement the amount of $83,333.50 on the first, second and third anniversary of
the Closing Date under the RRA  Agreement.  In  consideration  of the foregoing,
Raphael  Rashkin,  as the sole stockholder of RRA, hereby agrees that the number
of  options to be issued to him at the price of $7 3/8 at the  closing  shall be
12,500 and he waives any and all  rights he may have to receive  any  additional
options to purchase  stock of COMFORCE  Corporation.  All of the other terms and
conditions of the RRA Agreement shall remain the same.

                                               Very truly yours,

                                               Comforce Technical Services, Inc.
                                               By:________________________

                                               Comforce Corporation
                                               By:________________________

Accepted and agreed to and intending
to be legally bound hereby this 6th day
of May, 1996

RRA, Inc.
By:_______________________

_____________________________
Raphael Rashkin (individually)




                                                                    EXHIBIT 10.5

                                                         April 19, 1996

VIA FACSIMILE

Raphael Rashkin
RRA, Inc.
17 Conklin Street, Suite 2B
Farmingdale, NY  11735

          Re:  Acquisition by Comforce Technical Services,  Inc. ("CTS") and CTS
               Acquisition Co. I  ("Acquisition  Co.") of the assets of Datatech
               Technical Services,  Inc.  ("Datatech") and RRA, Inc. ("RRA") and
               the stock of Project Staffing Support Team, Inc. ("PSST")


Dear Ray:

         This letter sets forth the agreement of CTS and Acquisition Co. to wire
to Marc D. Freedman,  to be held by him in escrow,  the amount of $100,000 as an
advance  payment of the  Contingent  Payout  described in Section  2.1(b) of the
Datatech Asset Purchase Agreement, the PSST Stock Purchase Agreement and the RRA
Asset Purchase Agreement (collectively, the "Agreements"), to be released by Mr.
Freedman  and  paid to  RRA,  Datatech  and the  Stockholder  of PSST  upon  the
execution by CTS, Acquisition Co., Datatech, PSST and its stockholder and RRA of
the  Agreements.  In the event the  closing  does not occur for any reason on or
before May 27,  1996,  CTS and  Acquisition  Co. shall have the option to pay an
additional Advance Payment of $100,000 to extend the date of closing to June 30,
1996. In the event the closing does not occur for any reason on or prior to June
30, 1996, RRA, Datatech and PSST shall be entitled to keep the Advance Payments.
Notwithstanding  the foregoing,  in the event CTS and Acquisition Co. are ready,
willing and able to close the transactions  contemplated under the Agreements on
June 30, 1996 and RRA,  Datatech and PSST elect not to close  because of Section
12.1 (a) (and the third party action  contemplated  therein is not brought by an
Affilitate (as defined in the Agreements) of any party to the Agreements),  12.1
(e) or 12.1 (i),  the Advance  Payments in the  aggregate  of $200,000  shall be
refunded to CTS and  Acquisition  Co. on July 1, 1996.  One third of the Advance
Payments  paid to RRA,  Datatech  and the  Stockholder  of PSST  shall be offset
against the Contingent  Payout due for each of the periods,  ending December 31,
1996 , 1997 and 1998, if any.

         Notwithstanding  anything herein, CTS, Acquisition Co., Datatech,  PSST
and RRA agree to work  diligently  in good  faith  towards  a closing  under the
Agreements  as soon as possible,  and the parties  agree to begin the process of
obtaining the necessary consent to the assignment of contracts on Monday,  April
22, 1996.

                                       Very truly yours,
                                       Comforce Technical Services, Inc.


                                       By:________________________



                                       CTS Acquisition Co. I


                                       By: _______________________


Accepted and agreed to and intending to be legally bound hereby this 19th day of
April, 1996.


Datatech Technical Services, Inc.


By:________________________


Project Staffing Support Team, Inc.


By:_________________________


RRA, Inc.






By:_________________________


                                                                    EXHIBIT 11.1
                     COMFORCE CORPORATION AND SUBSIDIARIES
                    COMPUTATION OF EARNINGS (LOSS) PER SHARE
                      AND EQUIVALENT SHARE OF COMMON STOCK

                    (In thousands except per share amounts)


<TABLE>
<CAPTION>



                                                                                             Three Months Ended
                                                                                       March 31,            March 31,
  Line                                                                                    1996                 1995
                                                                                    ----------------     ----------------

 AVERAGE SHARES OUTSTANDING

<S> <C>                                                                                      <C>                  <C>  
    1    Weighted average number of shares of common stock
            outstanding during the period                                                     9,310                3,203
    2    Net additional shares assuming stock options and warrants
           exercised and proceeds used to purchase treasury shares                            1,574                  528
    3    Weighted average number of shares and equivalent shares
                                                                                    ----------------     ----------------
           of common stock outstanding during the period                                     10,884                3,731
                                                                                    ================     ================


 EARNINGS (LOSS)

    4    Earnings (loss) before extraordinary credit                                           $100                ($250)
                                                                                    ----------------     ----------------
    5    Amount for per share computation                                                      $100                ($250)
                                                                                    ================     ================

    6    Net earnings (loss)                                                                   $100               $6,407
                                                                                    ----------------     ----------------
    7    Amount for per share computation                                                      $100               $6,407
                                                                                    ================     ================


 PER SHARE AMOUNTS

         Earnings (loss) before extraordinary credit
           (line  5 / line 3)                                                                 $0.01               ($0.07)
                                                                                    ================     ================

         Net Earnings
           (line 7 / line 3)                                                                   $0.01                $1.72
                                                                                    ================     ================

</TABLE>


Earnings  (loss) per share is computed by dividing  net  earnings  (loss),  less
preferred stock  dividends,  by the weighted  average number of shares of common
stock  and  common  stock  equivalents  (stock  options  and  warrants),  unless
anti-dilutive,  outstanding during the period. Fully diluted earnings (loss) per
share is not presented since the result is equivalent to primary earnings (loss)
per share.


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