TEAM AMERICA CORPORATION, DEF 14A, 2000-07-20

TEAM AMERICA CORPORATION
DEF 14A, 2000-07-20
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>

Team America Corporation
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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TEAM AMERICA CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD

AUGUST 18, 2000

AND

PROXY STATEMENT

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

IMPORTANT

PLEASE MARK, SIGN AND DATE YOUR PROXY
AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE

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TEAM AMERICA CORPORATION
110 East Wilson Bridge Road
Columbus, Ohio 43085
(614) 848-3995

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 18, 2000

July 20, 2000

To Our Shareholders:

Notice is hereby given that the Annual Meeting of the Shareholders of
TEAM America Corporation will be held at the Clarion Hotel, located at 7007
North High Street, Worthington, Ohio, on Friday, August 18, 2000, at 10:00 a.m.
(local time), for the following purposes:

1. To elect three Class II Directors, each to serve for a
two-year term expiring at the 2002 Annual Meeting and until
their successors are duly elected and qualified.

2. To approve an amendment increasing the number of shares of
common stock available for issuance under the Corporation's
1996 Incentive Stock Plan from 800,000 to 1,600,000 shares.

3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.

Only shareholders of record at the close of business on July 7, 2000
will be entitled to notice of and to vote at the meeting or any adjournment
thereof.

You will be most welcome at the meeting, and we hope you can attend.
Directors and officers of the Corporation and representatives of its independent
public accountants will be present to answer your questions and to discuss the
Corporation's business.

We urge you to execute and return the enclosed proxy as soon as
possible so that your shares may be voted in accordance with your wishes. If you
attend the meeting, you may vote in person and your proxy will not be used.

By Order of the Board of Directors,

William W. Johnston
Chairman of the Board of Directors

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

PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
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<PAGE> 4

TEAM AMERICA CORPORATION
110 East Wilson Bridge Road
Columbus, Ohio 43085
(614) 848-3995

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

PROXY STATEMENT
-----------------------------

ANNUAL MEETING OF SHAREHOLDERS

AUGUST 18, 2000
-----------------------------

This Proxy Statement is furnished to the shareholders of TEAM America
Corporation (the "Corporation") in connection with the solicitation of proxies
to be used in voting at the Annual Meeting of Shareholders to be held on August
18, 2000, and at any adjournment thereof (the "Annual Meeting"). The enclosed
proxy is solicited by the Board of Directors of the Corporation. This Proxy
Statement, together with the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 1999 ("fiscal 1999"), will be first sent or given
to the Corporation's shareholders on or about July 20, 2000.

The close of business on July 7, 2000 has been fixed as the date of
record for those shareholders entitled to vote at the Annual Meeting. The stock
transfer books of the Corporation will not be closed. As of July 7, 2000, the
Corporation had outstanding and entitled to vote 4,341,999 shares of common
stock, without par value ("Common Stock"), each of which is entitled to one
vote. The Corporation has no other class of capital stock outstanding.

The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock of the Corporation is necessary to constitute a quorum
for the transaction of business at the Annual Meeting. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum. Broker non-votes occur when brokers, who hold their customers' shares in
street name, sign and submit proxies for such shares and vote such shares on
some matters, but not others. Typically, this would occur when brokers have not
received any instructions from their customers, in which case the brokers, as
the holders of record, are permitted to vote on "routine" matters, which
typically include the election of directors.

Under Ohio law, the nominees for election as Directors at the Annual
Meeting receiving the greatest number of votes shall be elected. Each other
matter to be submitted to the shareholders for approval or ratification at the
Annual Meeting requires the affirmative vote of the holders of a majority of the
Common Stock present and entitled to vote on the matter.

Any shareholder giving the enclosed proxy has the power to revoke it at
any time before it is voted if notice of revocation is given to the Secretary of
the Corporation in writing or at the Annual Meeting. The shares represented by
the enclosed proxy will be voted as specified by the shareholders. If no choice
is specified, the proxy will be voted FOR the election as Directors of the
nominees named herein; and FOR the amendment to the Corporation's 1996 Incentive
Stock Plan.

The cost of soliciting proxies and preparing the proxy materials will
be borne by the Corporation. In addition, the Corporation will request
securities brokers, custodians, nominees, and fiduciaries to forward
solicitation material to the beneficial owners of Common Stock held of record
and will reimburse them for their reasonable out-of-pocket expenses in
forwarding such solicitation material. Proxies may be solicited personally or by
telephone or telegram by Directors, officers

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and employees of the Corporation without additional compensation to them. The
Corporation may engage an outside firm to distribute proxy solicitation
materials to brokers, banks and other nominees.

NOMINATION AND ELECTION OF DIRECTORS

The number of Directors has been fixed by the Board of Directors of the
Corporation at eight. The Board of Directors currently is divided into two
classes. Class I currently has two members and Class II currently has three
members. There are currently two vacancies in Class I and one vacancy in Class
II. The members of the two classes are elected to serve for staggered terms of
two years.

At the Annual Meeting, three Class II Directors will be elected, each
to hold office for a term of two years and until a successor is elected and
qualified. Kevin T. Costello, Charles F. Dugan II, and Crystal Faulkner are
nominees (collectively, the "Nominees") for election as Directors at the Annual
Meeting, each to hold office for a term of two years until the 2002 Annual
Meeting of Shareholders. The terms of William W. Johnston and M.R. Swartz
(collectively, the "Continuing Directors") expire in 2001.

Although the number of Class II Directors has been fixed by the Board
of Directors at four, there are only three Nominees to be elected. The recent
resignations of several of our Directors has caused us to only nominate the
three Nominees. Even though there is a lesser number of Nominees than the number
of Class II Directors fixed by the Board, this proxy cannot be voted for a
greater number of persons than the number of Nominees named herein.

All the Nominees have indicated a willingness to stand for election and
to serve if elected. It is intended that the shares represented by the enclosed
proxy will be voted for the election of the Nominees. Although it is anticipated
that each Nominee will be available to serve as a Director, should any Nominee
be unavailable to serve, the proxies will be voted by the proxy holders in their
discretion for another person designated by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES FOR DIRECTOR.

The following table sets forth the names of each Nominee and Continuing
Director, their ages, the year in which each first became a Director, their
principal occupations during the past five years and other directorships, if
any, held by them in companies with a class of equity securities registered
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to its periodic reporting requirements. See
"Security Ownership of Certain Beneficial Owners and Management" for information
regarding such persons' holdings of equity securities of the Corporation.

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CLASS II DIRECTORS
(NOMINEES FOR TERMS EXPIRING IN 2002)

<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Kevin T. Costello 50 1992 Chief Executive Officer of the Corporation since 1999;
President of the Corporation since 1998; Senior Vice
President of Operations and Chief Operating Officer of
the Corporation from 1993 to 1998; Vice President of
Sales and Marketing of the Corporation from 1991 to 1993.

Charles F. Dugan II 60 1994 Secretary of the Corporation since 1999; Assistant
Secretary of the Corporation from 1992 to 1998; Outside
counsel to the Corporation since 1987; Private Law
practice since 1990.

Crystal Faulkner 40 1997 Principal in the accounting firm of Cooney, Faulkner &
Stevens, LLC since 1999. Principal in the accounting firm
of Rippe & Kingston, Cincinnati, Ohio from 1991 to 1999.
-------------------------------------------------------------------------------------------------------------------
</TABLE>

CLASS I DIRECTORS
(TERMS EXPIRE IN 2001)

<S> <C> <C> <C>
William W. Johnston 54 1990 Secretary of the Corporation from 1990 to 1998; outside
general counsel to the Corporation since 1989.

M. R. Swartz 60 1991 Owner, operator of the Dairy Depot restaurant located in
Delaware, Ohio.
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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INFORMATION CONCERNING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS,
AND PRINCIPAL SHAREHOLDERS

MEETINGS, COMMITTEES, AND COMPENSATION OF THE BOARD OF DIRECTORS

A total of 10 meetings of the Directors of the Corporation were held
during fiscal 1999. Each of the Directors attended 75% or more of the meetings
of the Directors.

The Corporation has an Audit Committee and a Compensation Committee.
Both such committees were formed by the Board of Directors at its first meeting
following the completion of the Corporation's initial public offering in
December 1996.

Audit Committee. The Audit Committee, which consists of Messrs. Dugan
and Swartz and Ms. Faulkner is charged with the responsibility of reviewing such
financial information (both external and internal) about the Corporation and its
subsidiaries, so as to assure (i) that the overall audit coverage of the
Corporation and its subsidiaries is satisfactory and appropriate to protect the
shareholders from undue risks and (ii) that an adequate system of internal
financial control has been implemented throughout the Corporation and is being
effectively followed. The Board of Directors adopted a written charter for the
Audit Committee on June 8, 2000. The Audit Committee Charter is attached as
Appendix A to this Proxy Statement. The Audit Committee met once in fiscal 1999.

Compensation Committee. The Compensation Committee, which consists of
Messrs. Dugan and Johnston and Ms. Faulkner, considers and formulates
recommendations to the Board with respect to all aspects of compensation to be
paid to the executive officers of the Corporation subject to the provisions of
the applicable employment agreements, undertakes such evaluations and makes such
reports as are required by then applicable rules of the Securities and Exchange
Commission and performs and exercises such other duties and powers as shall from
time to time be designated by action of the Board of Directors. The Compensation
Committee met once during fiscal 1999. See "Report of Compensation Committee."

In connection with the initial public offering of the Corporation's
Common Stock in December 1996, the Corporation granted to each non-employee
Director an option to purchase 5,000 shares of Common Stock at $12.00 per share,
subject to vesting on December 9, 1997. These options are subject to the terms
and conditions of the Corporation's 1996 Incentive Stock Plan. On September 3,
1997, the options issued in December 1996 were cancelled and replaced with
options to purchase 5,000 shares of Common Stock at $8.50 per share. In
addition, Ms. Faulkner was granted an option to acquire 5,000 shares of Common
Stock at $8.50 per share. These options expire September 2, 2007.

Non-employee Directors receive $1,000 for each Board of Directors
meeting attended, plus out-of-pocket expenses incurred in connection with
attending meetings. Directors who are employees do not receive any separate
compensation for their services as Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of Common Stock as of June 30, 2000, by each person known by the
Corporation to own beneficially more than five percent of the Corporation's
outstanding Common Stock, by each Nominee and Continuing Director, by each
executive officer named in the Summary Compensation table contained in
"Executive Compensation," and by all directors and executive officers as a
group. Except as otherwise noted, each person named in the table has sole voting
and investment power with respect to all shares shown as beneficially owned by
him or her.

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<TABLE>
<CAPTION>
PERCENT
OF SHARES
NAME AND ADDRESS OF SHARES BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER (1) OWNED AT JUNE 30, 2000 OWNED(2)
-------------------- ---------------------- --------

<S> <C> <C>
Richard C. Schilg.............................................................. 601,264 (3) 13.8%
Kevin T. Costello.............................................................. 593,600 (4) 13.5%
Charles F. Dugan II............................................................ 37,200 (5) *
Crystal Faulkner............................................................... 3,500 (6) *
William W. Johnston............................................................ 12,660 (7) *
M. R. Swartz................................................................... 16,000 (5) *
S. Cash Nickerson.............................................................. 1,376,544 (8) 31.7%
Byron G. McCurdy............................................................... 435,289 (9) 9.9%
Terry C. McCurdy............................................................... 420,244 (10) 9.5%
Michael R. Goodrich............................................................ 9,500 (11) *
All Directors and Executive Officers as a group (7 Persons).................... 1,107,749 (12) 24.7%
</TABLE>

* Represents less than 1% of our outstanding shares of common stock.

(1) The address of each of the directors and officers listed in the table
is 110 East Wilson Bridge Road, Worthington, Ohio 43085. The address
for Mr. Schilg is 3031 E. Orange Road, Lewis Center, Ohio 43035. The
address for Mr. Nickerson is 3730 Mt. Diablo Blvd., Suite 320,
Lafayette, California 94549.

(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute ownership
of securities to persons who possess sole or shared voting power and/or
investment power with respect to those shares. "Percent of Shares
Beneficially Owned" is calculated on the basis of the number of shares
outstanding on June 30, 2000, or 4,341,999 shares, plus the number of
shares a person has the right to acquire within 60 days of June 30,
2000.

(3) Includes 388,600 shares owned of record by Mr. Schilg over which he has
sole voting and investment power and 224,664 shares owned of record by
Mr. Schilg and his wife, Judith Schilg, as joint tenants, of which Mr.
Schilg shares with his wife voting and investment power. The
information in this note was taken from a Schedule 13D/A filed with the
Securities and Exchange Commission by Mr. Schilg on February 11, 2000.

(4) Includes 28,200 shares owned of record by Mr. Costello of which he has
the sole voting and investment power and 373,200 shares owned of record
by Mr. Costello and his wife, Anne M. Costello, as joint tenants, of
which Mr. Costello shares with his wife voting and investment power.
Also includes 132,200 shares, which Mr. Costello has a right to vote
and dispose as general partner of TEAM Partners LP, a limited
partnership in which Mr. Schilg contributed 100,000 shares and Mr.
Dugan contributed 32,200 shares as limited partners. Also includes
60,000 shares as to which Mr. Costello has the right to acquire
beneficial ownership upon the exercise of stock options exercisable
within 60 days of June 30, 2000. Does not include 600,000 derivative
securities that vest upon the closing of the Corporation's acquisition
of Mucho.com, Inc.

(5) Includes 5,000 shares available from the exercise of stock options
exercisable within 60 days of June 30, 2000.

(6) Includes 2,000 shares as to which Ms. Faulkner has the right to acquire
beneficial ownership upon the exercise of stock options exercisable
within 60 days of June 30, 2000.

(7) Includes 12,360 shares as to which Mr. Johnston has the right to
acquire beneficial ownership upon the exercise of stock options
exercisable within 60 days of June 30, 2000.

(8) Includes 102,000 shares as to which Mr. Nickerson has the right to
acquire beneficial ownership upon the exercise of stock options
exercisable within 60 days of June 30, 2000. Also includes 727,773
shares that are owned by Byron and Terry McCurdy that Mr. Nickerson has
an option to purchase and 200,000 shares held by a private TEAM America
shareholder from whom Mr. Nickerson has received a fully revocable
proxy to vote on all matters in connection with

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any transaction involving the acquisition of a majority of our common
stock. The information in this note was taken, in part, from a Schedule
13 D/A filed with the Securities and Exchange Commission by Mr.
Nickerson on April 21, 2000.

(9) Includes 500 shares owned by Mr. McCurdy's minor children as to which
Mr. McCurdy retains sole investment and dispositive control. Also
includes 63,880 shares as to which Mr. McCurdy has the right to acquire
beneficial ownership upon the exercise of stock options exercisable
within 60 days of June 30, 2000.

(10) Includes 63,880 shares available from the exercise of stock options
exercisable within 60 days of June 30, 2000.

(11) Mr. Goodrich's employment with us ended upon his resignation in January
2000.

(12) Includes 148,240 shares available from the exercise of stock options
exercisable within 60 days of June 30, 2000.

EXECUTIVE OFFICERS

The following table and biographies set forth information concerning
our executive officers, who are elected by the Board of Directors:

<TABLE>
<CAPTION>
NAME AGE POSITION

<S> <C> <C>
Kevin T. Costello.................... 50 President, Chief Executive Officer and Director

Charles F. Dugan II.................. 60 Secretary and Director

Thomas Gerlacher..................... 57 Vice President of Finance, Chief Financial Officer and Treasurer

William W. Johnston.................. 54 Chairman of the Board of Directors

Byron G. McCurdy..................... 43 Former Executive Vice President of Government Affairs and
President of TEAM America West, Inc.
</TABLE>

Kevin T. Costello has been a Director of the Corporation since 1992,
President since 1998 and Chief Executive Officer since 1999. Mr. Costello served
as Senior Vice President of Operations and Chief Operating Officer of the
Corporation from 1993 to 1998. From 1991 to 1993, Mr. Costello served as Vice
President of Sales and Marketing of the Corporation.

Charles F. Dugan II has been a Director of the Corporation since 1994
and served as Assistant Secretary of the Corporation since 1992 and Secretary
since 1999. Mr. Dugan has served as counsel to the Corporation since 1987. From
1970 to 1990, Mr. Dugan was a partner in the law firm of Vorys, Sater, Seymour
and Pease located in Columbus, Ohio. Mr. Dugan currently practices law in his
own firm located in Columbus, Ohio.

Thomas Gerlacher was appointed Vice President of Finance, Treasurer and
Chief Financial Officer of the Corporation in March 2000. Mr. Gerlacher was Vice
President of Finance for United Magazine Company from July 1998 to February 1999
and Chief Financial Officer of United Magazine Company from December 1993 to
July 1998.

William W. Johnston has been a Director of the Corporation since 1990
and served as Secretary of the Corporation from 1990 to 1998 and as general
counsel to the Corporation since 1989. Mr. Johnston was named Chairman of the
Board in 1999. From 1982 to 1990, Mr. Johnston was a partner in the law firm of
Crabbe, Brown, Jones, Potts and Schmidt located in Columbus, Ohio. Mr. Johnston
currently practices law in his own firm located in Worthington, Ohio. From 1976
to 1982, Mr. Johnston was the Chairman of the Ohio Industrial Commission.

Byron G. McCurdy had been the Executive Vice President of Government
Affairs of the Corporation and President of TEAM America West, Inc., a wholly
owned subsidiary of the Corporation, since November 1, 1997. Mr. McCurdy
resigned from these positions in 1999. Mr. McCurdy was the President and founder
of Aspen Consulting Group, Inc. from March 1984 until November 1997.

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<PAGE> 10

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning the
annual and long-term compensation of the chief executive officer of the
Corporation and the other executive officers (together, the "Named Executives"),
whose total salary and bonus for the last completed fiscal year exceeded
$100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION(1) COMPENSATION
--------------- ------------

STOCK OPTIONS ALL OTHER(3)
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS # GRANTED COMPENSATION
--------------------------- ---- ------ ----- --------- ------------

<S> <C> <C> <C> <C> <C>
Kevin T. Costello, President and 1999 $ 351,550(1) $ 63,000 -- $ 8,703
Chief Executive Officer................ 1998 $ 308,752(1) -- 50,000 $ 8,587
1997 $ 266,686(1) $ 60,000 125,000(2) $ 8,222

Michael R. Goodrich 1999 $ 115,500 -- -- $ 8,103
Chief Financial Officer (4)(5)......... 1998 $ 110,982 -- 35,000 $ 9,830
1997 $ 62,320 $ 30,000 55,000 $ 3,017

Byron G. McCurdy 1999 $ 162,701 -- -- $ 7,630
Executive Vice President (4)(6)........ 1998 $ 150,000 -- -- $ 5,181
1997 $ 18,750 -- 159,702 $ 800
</TABLE>

(1) Includes commissions in the amounts of $134,704 in 1999, $115,620 in
1998 and $90,553 in 1997 paid to Mr. Costello.

(2) Includes the replacement of 50,000 options each for Mr. Costello which
were granted in 1996 at $12.00 per share and cancelled on September 3,
1997.

(3) Represents health care insurance premiums paid by the Corporation for
the benefit of the indicated Named Executive Officer and the
compensatory value of a company provided car.

(4) Dates of employment for the Named Executives are as follows: Mr.
Goodrich, March 31, 1997; Mr. McCurdy, November 1, 1997, upon the
acquisition of Aspen Consulting Group, Inc.

(5) Mr. Goodrich's employment with the Corporation ended upon his
resignation in January 2000.

(6) Mr. McCurdy resigned from his position as Executive Vice President of
the Corporation in 1999.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

We made no options grants during fiscal 1999.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE

The following table sets forth certain information concerning the value
of unexercised stock options held as of December 31, 1999 by the Named
Executives. No options were exercised by such executive officers during fiscal
1999.

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<PAGE> 11

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END(#) AT FISCAL YEAR-END ($)(2)
----------------------------- -------------------------
SHARES VALUE
ACQUIRED ON REALIZED
EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------ ----------- ------------- ----------- -------------

<S> <C> <C> <C> <C> <C> <C>
Kevin T. Costello...................... 0 0 60,000 115,000 $ 3,125 $ 12,500
Michael R. Goodrich(3)................. 0 0 29,000 61,000 2,188 8,750
Byron G. McCurdy....................... 0 0 63,880 95,822 0 0
</TABLE>

(1) Represents the difference between the per share fair market value on
the date of exercise and the per share option exercise price,
multiplied by the number of shares to which the exercise relates.

(2) Represents the total gain which would be realized if all in-the-money
options held at year end were exercised, determined by multiplying the
number of shares underlying the options by the difference between the
per share option exercise price and per share fair market value at year
end. An option is in-the-money if the fair market value of the
underlying shares exceeds the exercise price of the option.

(3) Mr. Goodrich's options terminated upon his resignation from the
Corporation in January 2000.

EMPLOYMENT AGREEMENTS

Kevin T. Costello. Mr. Costello has executed an employment agreement
with us pursuant to which he has agreed to serve as our President and Chief
Executive Officer for a period of three years and, unless terminated in
accordance with the provisions therein, on the first day of each month that the
agreement is in effect, the remaining term thereof will be automatically
extended for one additional month. Under the terms of the agreement, Mr.
Costello receives an annual base salary which was $215,000 in 1999, plus
incentive compensation in an amount determined by our compensation committee
based upon various factors including our results of operations and financial
condition and Mr. Costello's performance during the relevant period. In addition
to such base salary and incentive compensation, Mr. Costello may receive
commissions on sales to clients for which he is responsible pursuant to terms
and conditions determined by our compensation committee. In the event Mr.
Costello's employment is terminated for cause, we will pay Mr. Costello the
compensation and benefits due under his employment agreement through the date of
such termination. Mr. Costello's employment agreement contains certain
noncompetition and non-solicitation provisions which prohibit him from competing
with us during his employment and for a period of one year after termination of
his employment.

We have agreed to maintain one or more life insurance policies on the
life of Mr. Costello in an aggregate amount sufficient to pay Mr. Costello's
widow approximately $110,000 per year for 15 years in the event that he dies
prior to his retirement. No such benefit will be paid in the event that Mr.
Costello dies after his retirement. In addition, upon Mr. Costello's retirement
on or after his sixty-fifth birthday, we will pay him an amount calculated to be
equal to the maximum loan available from such insurance policy which will not
cause the insurance policy to lapse prior to his life expectancy. Thereafter,
such amount shall be recalculated on an annual basis and we will pay Mr.
Costello any increase in such amount. Additionally, we maintain a key man life
insurance policy on Mr. Costello in the amount of $750,000 for the benefit of
the Corporation.

Effective January 1, 1999, our founder and chairman, Richard C. Schilg,
resigned his position with us. In lieu of any other separation payments that may
have been required, we agreed to acquire 500,000 shares at $5 per share, the
fair market value, from Mr. Schilg. The shares were acquired on February 11,
1999 for a cash payment of $800,000 and two notes totaling $1,700,000 and
bearing interest at 5.75%. Subsequently, in 1999, we borrowed an additional
$700,000 from our bank and paid $800,000 to pay off one of the notes to Mr.
Schilig. The balance of the remaining note is $115,000 at July 1, 2000.

The following Compensation Committee Report and Performance Graph shall
not be deemed incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any of our filings under the Securities
Act of 1933, or the Securities Exchange Act of 1934, except to the extent that
we specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.

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<PAGE> 12

REPORT OF COMPENSATION COMMITTEE

THE COMPENSATION COMMITTEE

The Compensation Committee consisted of Messrs. Dugan and Johnston and
Ms. Faulkner in fiscal 1999.

COMPENSATION POLICIES

Our compensation program is designed to attract and retain highly
qualified executive officers and managers and to motivate them to maximize our
earnings and shareholder returns. Our executive and key personnel compensation
consists of two principal components: (i) cash compensation, consisting of a
base salary and, in certain cases, commissions on sales to clients and/or a
bonus which is based upon our operating performance, and (ii) stock options.
Stock options are intended to encourage key employees to remain employed by us
by providing them with a long-term interest in our overall performance as
reflected by the performance of the market for our common stock.

The compensation of our executive officers, other than the chief
executive officer, is established annually by the CEO in consultation with the
Compensation Committee, subject to the provisions of any applicable employment
agreements. See "Executive Compensation--Employment Agreements." In establishing
the compensation of executive officers, various factors are considered,
including the executive officer's individual scope of responsibilities, the
quality of his or her performance in discharging those responsibilities and our
financial performance as a whole.

CEO COMPENSATION

The CEO's minimum annual base salary has been established pursuant to
an employment agreement, which was executed on October 26, 1999. In fiscal 1999,
the CEO's potential compensation included base salary and a bonus which were
determined by the Board of Directors based upon its perception of the individual
performance of the CEO and the performance of the Corporation as a whole. No
particular weight was given by the Board of Directors to any particular factor
in its evaluation of each component of the CEO's compensation for fiscal 1999.
In 2000, the CEO's base salary will be as set forth in his employment agreement
(see "Executive Officers--Employment Agreements") and his bonus, stock options
and commissions, if any, will be determined by the Compensation Committee based
upon the foregoing factors.

The Budget Reconciliation Act of 1993 amended the Internal Revenue Code
to add Section 162(m) ("Section 162(m)") which bars a deduction to any publicly
held corporation for compensation paid to a "covered employee" in excess of
$1,000,000 per year. Generally, the Corporation intends that compensation paid
to covered employees shall be deductible to the fullest extent permitted by law.
The 1996 Incentive Stock Plan, as defined and described in this Proxy Statement,
is intended to qualify under Section 162(m).

THE COMPENSATION COMMITTEE

William W. Johnston
Charles F. Dugan II
Crystal Faulkner

9
<PAGE> 13

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on
our common stock from December 10, 1996 (the date we became a public company),
until December 31, 1999, with the cumulative total return of (a) the Nasdaq
Stock Market-US Index and (b) the S&P SmallCap 600 Services (Commercial and
Consumer) Index. The graph assumes the investment of $100 in our common stock,
the Nasdaq Stock Market-US Index and the S&P SmallCap 600 Services (Commercial
and Consumer) Index. The initial public offering price of our common stock was
$12.00 per share and the closing price of the shares on the first day of trading
was $12.25.

COMPARISON OF 37 MONTH CUMULATIVE TOTAL RETURN*
AMONG TEAM AMERICA CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP

[LINE GRAPH]
<TABLE>
<CAPTION>

Cumulative Total Return
-------------------------------------------------------------
12/6/96 12/96 12/97 12/98 12/99

<S> <C> <C> <C> <C> <C>
TEAM AMERICA CORPORATION 100.00 94.79 87.50 47.92 47.40
PEER GROUP 100.00 102.22 152.38 203.98 228.41
NASDAQ STOCK MARKET (U.S.) 100.00 100.12 122.68 172.87 312.31
</TABLE>

*$100 INVESTED ON 12/6/96 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.

10
<PAGE> 14

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Costello is our President and Chief Executive Officer. Messrs.
Johnston and Dugan are our Chairman and Secretary, respectively. Mr. McCurdy was
our Executive Vice President and President of a wholly-owned subsidiary until
his resignation from these positions in 1999. Ms. Faulkner and Mr. Swartz are
not employees of the Corporation. Mr. Nickerson was paid as an employee of the
subsidiary until August 1, 1998 and since that date has been a paid consultant
to us. During fiscal 1999, Mr. Johnston received fees for legal services
provided to us in the amounts of $168,623.

Each of Messrs. Johnston and Dugan have entered into our standard
client agreement pursuant to which each of them is both our client and worksite
employee. Entities in which Mr. Nickerson or Mr. McCurdy have a controlling
ownership position are clients of our subsidiaries. We have provided, and expect
to continue to provide, professional employer organization services to such
individuals or entities upon terms and conditions no more favorable than those
generally provided to our other clients.

TRANSACTIONS BETWEEN EXECUTIVE OFFICERS AND THE CORPORATION

Effective November 1, 1997, we acquired Aspen Consulting Group, Inc.
which was owned by Messrs. Byron and Terry McCurdy. A subsidiary of the
Corporation entered into a lease for office space in Twin Falls, Idaho with an
entity controlled by the McCurdy's. Rent paid for the office space was $81,000
in 1999. That subsidiary also purchases copier maintenance services, supplies
and office supplies from a business controlled by Mr. McCurdy. Such purchases
amounted to $16,694 in 1998. In 1999, the Corporation paid $120,000 to a law
firm in which Mr. Nickerson is a partner.

AMENDMENT TO THE CORPORATION'S 1996 INCENTIVE STOCK PLAN

The Board of Directors has approved an amendment to our 1996 Incentive
Stock Plan (the "Plan"), subject to approval of the amendment by the
shareholders at the Annual Meeting, to increase the number of shares available
for issuance under the Plan from 800,000 to 1,600,000. Approval of this
amendment requires the affirmative vote of the holders of a majority of the
shares of our common stock represented at the Annual Meeting. The following
summary does not purport to be complete and is qualified in its entirety by the
terms of the 1996 Incentive Stock Plan which is attached hereto as Appendix B.

PURPOSE OF THE 1996 INCENTIVE STOCK PLAN

Our Board of Directors believes that providing selected persons with an
opportunity to invest in our corporation will give them additional incentive to
increase their efforts on behalf of our corporation and will enable us to
attract and retain the best available associates, officers, directors,
consultants and advisors. Our Board of Directors has approved an amendment to
the Plan to increase the number of shares of our Common Stock reserved for
issuance upon the exercise of options granted under the Plan from 800,000 shares
to 1,600,000 shares.

The Plan was adopted by the Board of Directors on October 24, 1996, and
approved by shareholders on October 24, 1996. An amendment increasing the number
of shares of our common stock issuable under the Plan from 350,000 shares to
800,000 shares was adopted by our Board of Directors on March 20, 1998 and was
approved by our shareholders on May 25, 1999. The amendment increasing the
number of shares of our common stock issuable under the Plan to 1,600,000 was
adopted by the Corporation's Board of Directors on May 18, 2000. The options may
either meet the requirements of Section 422 ("Incentive Options") of the
Internal Revenue Code of 1986, as amended (the "Code"), or not meet such
requirements ("Nonqualified Options"). Key employees, officers, and directors
of, and consultants and advisors who render services to, the Corporation are
eligible to receive options under the Plan.

11
<PAGE> 15

ADMINISTRATION OF THE 1996 INCENTIVE STOCK PLAN

The Plan is administered by our Board of Directors or a Committee
which, under the Plan, must consist of not less than three members of our Board
of Directors appointed by our Board who are "non-employee directors" as defined
by Rule 16b-3(b)(2)(i) under the Securities Exchange Act of 1934, as amended.

With respect to all eligible persons, the Committee is authorized to
determine to whom and at what time options may be granted. The Committee
determines the number of shares subject to option, the duration of the option,
the per share exercise price, the rate and manner of exercise, and whether the
option is intended to be a Nonqualified Option or an Incentive Option. An
Incentive Option may not have an exercise price less than fair market value of
the common stock on the date of grant or an exercise period that exceeds ten
years from the date of grant and is subject to certain other limitations which
allow the option holder to qualify for favorable tax treatment. None of these
restrictions apply to the grant of Nonqualified Options, which may have an
exercise price less than the fair market value of the underlying common stock on
the date of grant and may be exercisable for an indeterminate period of time.
The Committee also has the discretion under the Plan to make cash grants to
option holders that are intended to offset a portion of the taxes payable upon
exercise of Nonqualified Options or on certain dispositions of shares acquired
under Incentive Options.

The exercise price of the option may be paid (i) in cash, (ii) shares
of Common Stock, or (iii) a combination of cash and share of Common Stock, or
(iv) in the sole discretion of the Committee, through a cashless exercise
procedure involving a broker, or (v) such other consideration as the Committee
may deem appropriate.

TERMINATION OF OPTIONS

Options lapse upon the earliest of (i) one full year after termination
of the participant's relationship with the Corporation if the termination is due
to death or disability or if the participant dies within 90 days of termination,
or (ii) 90 days after termination if the termination is for any reason other
than death or disability. Options not exercisable as of the date of a change in
control of the Corporation will become exercisable immediately as of such date.

TERM OF THE 1996 INCENTIVE STOCK PLAN

The Plan terminates on December 31, 2006, unless earlier terminated by
our Board of Directors.

AMENDMENT

Our Board of Directors may terminate, amend or modify the Plan at any
time provided that (a) no amendment may be made to the Plan which would cause
the Incentive Options granted thereunder to fail to qualify as incentive stock
options under the Code; and (b) any amendment which requires the approval of our
shareholders under the Code or Section 16 of the Securities Exchange Act of
1934, as amended, or the regulations promulgated thereunder, will be subject to
such approval in accordance with the applicable law or regulations. No
amendment, modification or termination of the Plan may in any manner adversely
affect any option previously granted under the Plan without the consent of the
option holder or a permitted transferee of such option holder.

1996 INCENTIVE STOCK PLAN TABLE

As of June 30, 2000, options to purchase an aggregate of 638,590 shares
of our Common Stock (net of options canceled) had been granted pursuant to the
Plan, no options have been exercised, options to purchase 638,590 shares
remained outstanding, and only 161,410 shares remained available for future
grant. As of June 30, 2000, the market value of all shares of our Common Stock
subject to outstanding options under the Plan was approximately $2,793,831
(based upon the closing sale price per share of the Corporation's Common Stock
as reported on the Nasdaq SmallCap Market on June 30, 2000). During the 1999
fiscal year, no options covering shares of Common Stock were granted to
employees of the Corporation under the Plan. Shares underlying presently
exercisable, but unexercised, options will constitute outstanding shares of the
Corporation's Common Stock for purposes of calculating the Corporation's net
income per share. The market value of the 1,600,000 shares of Common Stock to be
subject to the Plan was approximately $7,000,000 as of June 30, 2000.

12
<PAGE> 16

As of June 30, 2000, the following current directors and executive
officers named in the this Proxy Statement had been granted options under the
Plan as follows:

<TABLE>
<CAPTION>
NUMBER OF OPTIONS AVERAGE EXERCISE PRICE
NAME GRANTED PER SHARE
---- ----------------- ----------------------
<S> <C> <C>
Kevin T. Costello 259,090 $4.49

Charles F. Dugan 25,000 $4.90

William W. Johnston 25,000 $4.90

M.R. Swartz 25,000 $4.90

Crystal Faulkner 25,000 $4.90

Thomas Gerlacher 30,000 $4.00
</TABLE>

Since adoption of the Plan: (i) all current executive officers, as a
group, have been granted options under the Plan covering 339,090 shares of
Common Stock which represents approximately 53.1% of the total number of options
granted pursuant to the Plan; (ii) all current directors who are not executive
officers, as a group, have been granted options under the Plan covering 50,000
shares of Common Stock which represents approximately 7.8% of the total number
of options granted pursuant to the Plan; and (iii) all current employees,
excluding executive officers, as a group, have been granted options under the
Plan covering 249,500 shares of Common Stock which represents approximately
39.1% of the total number of options granted pursuant to the Plan.

FEDERAL INCOME TAX CONSEQUENCES

The Plan permits the granting of Incentive Stock Options as well as
Nonqualified Stock Options. Generally, no income is recognized when either type
of option is granted to the optionholder, but the subsequent tax treatment
differs widely.

Nonqualified Stock Options. Generally, upon the exercise of a
Nonqualified Stock Option, the excess of the fair market value of the shares on
the date of exercise over the exercise price is ordinary income to the
optionholder at the time of the exercise. The tax basis for the shares purchased
is their fair market value on the date of exercise. Any gain or loss realized
upon a later sale of the shares for an amount in excess of or less than their
tax basis will be taxed as capital gain or loss, with the character of the gain
or loss (short-term or long-term) depending upon how long the shares were held
since exercise.

Incentive Stock Options. Generally, no regular taxable income is
recognized upon the exercise of an Incentive Stock Option. The tax basis of the
shares acquired will be the exercise price. In order to receive this favorable
treatment, shares acquired pursuant to the exercise of an Incentive Stock Option
may not be disposed of within two years after the date the option was granted,
nor within one year after the exercise date (the "Holding Periods"). If the
shares are sold before the end of the Holding Periods, the amount of that gain
which equals the lesser of the difference between the fair market value on the
exercise date and the exercise price or the difference between the sale price
and the exercise price is taxed as ordinary income and the balance, if any, as
short-term or long-term capital gain, depending upon how long the shares were
held. If the Holding Periods are met, all gain or loss realized upon a later
sale of the shares for an amount in excess of or less than their tax basis will
be taxed as a long-term capital gain or loss.

Alternative Minimum Tax. For purposes of determining the optionholder's
alternative minimum taxable income subject to the alternative minimum tax, the
exercise of an Incentive Stock Option by an optionholder will result in the
recognition of taxable income at the time of the exercise of the option in an
amount equal to the excess of the fair market value of the shares on the
exercise date over the exercise price. The alternative minimum tax is paid only
if it exceeds an individual's regular tax. It is imposed at a rate of 26% on the
first $175,000 of alternative minimum taxable income in excess

13
<PAGE> 17

of the applicable exemption amount and at a rate of 28% for any additional
alternative minimum taxable income. The exemption amount is phased out for
higher income taxpayers.

Exercise with Previously-Owned Shares. All options granted under the
Plan may be exercised with payment either in cash or in previously-owned shares
of the Corporation Common Stock at their then fair market value, or in a
combination of both. When previously-owned shares ("Old Shares") are used to
purchase shares ("New Shares") upon the exercise of an Incentive Stock Option or
a Non-Statutory Stock Option, no gain or loss is recognized by the optionholder
to the extent that the total value of the Old Shares surrendered does not exceed
the total value of all of the New Shares received. If, as would almost always be
the case, the value of the New Shares exceeds the value of the Old Shares, the
excess amount is not regular taxable income to the optionholder, if the option
exercised is an Incentive Stock Option and the Holding Periods discussed above
are met for the Old Shares at the time of exercise. The New Shares would also be
subject to the Holding Periods discussed above. On the other hand, if the option
exercised is a Non-Statutory Stock Option, the excess amount is taxable as
ordinary income.

Cashless Exercise. In the sole discretion of the Committee, an
optionholder may exercise a stock option granted under the Plan by employing the
assistance of a broker to provide the exercise price (a "Cashless Exercise").
Undertaking a Cashless Exercise in conjunction with the exercise of an Incentive
Stock Option results in a disposition of those shares before the end of the
Holding Periods and causes the optionholder to recognize ordinary income for
those shares that are sold to effect the Cashless Exercise.

The Corporation Deduction. No deduction is available to the Corporation
in connection with the exercise of an Incentive Stock Option if the Holding
Periods discussed above are met. The Corporation, however, is entitled to a
deduction in connection with the exercise of an Incentive Stock Option if the
Holding Periods discussed above are not met, in an amount equal to the ordinary
income recognized by the optionholder (conditioned upon proper reporting and tax
withholding and subject to possible deduction limitations). The Corporation is
entitled to a tax deduction in connection with the exercise of a Non-Statutory
Stock Option equal to the ordinary income recognized by the optionholder
(conditioned upon proper reporting and tax withholding and subject to possible
deduction limitations).

1997 and 1998 Tax Acts. The Taxpayer Relief Act of 1997 and the
Internal Revenue Service Restructuring and Reform Act of 1998 further increased
the difference between the maximum ordinary income tax rate and the preferential
tax rate on long-term capital gains. To receive this preferential tax rate on
long-term capital gains, the capital assets that are sold or exchanged must have
been held for at least 12 months prior to their sale or disposition.

Section 162(m). Section 162(m) of the Internal Revenue Code does not
permit the Corporation to deduct non-performance based compensation in excess of
$1,000,000 per year paid to certain covered officers. The Corporation believes
that compensation paid pursuant to the Plan should qualify as performance-based
compensation and, therefore, Section 162(m) should not cause the Corporation to
be denied a deduction for compensation paid to certain covered officers pursuant
to the Plan.

The affirmative vote of a majority of the votes entitled to be cast by
the holders of the Corporation's Common Stock present in person or represented
by proxy at the Annual Meeting is required to adopt the amendment to the Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
APPROVAL OF THE AMENDMENT TO THE 1996 INCENTIVE STOCK PLAN. UNLESS A CONTRARY
CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED
FOR APPROVAL OF THE PLAN.

CERTAIN TRANSACTIONS

For a discussion of certain business relationships and transactions
between the Corporation and each of Messrs. Johnston and Dugan and Ms. Faulkner,
see "Compensation Committee Interlocks and Insider Participation."

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Corporation's Directors
and executive officers, and persons who own more than ten percent of a
registered class of the Corporation's equity securities, to file initial
statements of beneficial

14
<PAGE> 18

ownership (Form 3), and statements of changes in beneficial ownership (Forms 4
and 5), of shares of Common Stock of the Corporation with the Securities and
Exchange Commission. Executive officers, Directors and greater than ten-percent
shareholders are required to furnish the Corporation with copies of all such
forms they file.

To the Corporation's knowledge, based solely on its review of the
copies of such forms received by it, and written representations from certain
reporting persons that no additional forms were required, all filing
requirements applicable to its executive officers, Directors and greater than
ten-percent shareholders were complied with in fiscal 1999, except for late Form
4 filings for each of Messrs. Schilg, Goodrich and Costello and Ms. Faulkner.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP has acted as independent certified public
accountants of the Corporation for fiscal 1999. Arthur Andersen LLP is expected
to have a representative present at the Annual Meeting who may make a statement,
if desired, and will be available to answer appropriate questions.

SHAREHOLDER PROPOSALS

In order for shareholder proposals to be considered for presentation at
the 2001 Annual Meeting of Shareholders, such proposals must be received by the
Corporation at its principal executive offices not later than December 31, 2000.

The Corporation's Amended and Restated Regulations (the "Regulations")
provide that shareholder nominations for election as Directors may be made in
compliance with certain advance notice, informational and other applicable
requirements. In order to be considered, a shareholder's notice of Director
nomination must be delivered to or mailed and received by the Secretary of the
Corporation at 110 East Wilson Bridge Road, Worthington, Ohio 43085 not less
than 60 or more than 90 days prior to the Corporation's Annual Meeting;
provided, however, that in the event that less than 75 days notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 15th day following the earlier of the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
The Corporation's Annual Meeting will generally be held in May of each year. A
shareholder's notice of Director nominations must contain certain information
required by the Regulations and must be accompanied by the written consent of
each proposed nominee to serve as a Director of the Corporation, if elected.
Copies of the Regulations are available upon request made to the Secretary of
the Corporation at the above address. The requirements described above do not
supersede the requirements or conditions established by the Securities and
Exchange Commission for shareholder proposals to be included in the
Corporation's proxy materials for a meeting of shareholders.

OTHER MATTERS

As of the date of this statement, the Board of Directors knows of no
other business that will come before the Annual Meeting. Should any other matter
requiring the vote of the shareholders arise, the enclosed proxy confers upon
the proxy holders discretionary authority to vote the same in respect to the
resolution of such other matters as they, in their best judgment, believe to be
in the best interest of the Corporation.

Shareholders are urged to forward their proxies without delay. A prompt
response will be greatly appreciated.

By Order of the Board of Directors

William W. Johnston
Chairman of the Board of Directors

July 20, 2000

15
<PAGE> 19

Appendix A

TEAM AMERICA CORPORATION, A COMPANY LISTED ON NASDAQ

AUDIT COMMITTEE CHARTER

As Adopted on June 8, 2000

This Charter sets forth the role and responsibilities of the Audit Committee of
the Board of Directors of the Company in its financial reporting system. The
Audit Committee generally oversees and monitors management's and the outside
auditors' participation in the financial reporting process. The outside auditor
for the Company is ultimately accountable to the Board and Audit Committee, as
representatives of the shareholders. The Board and the Audit Committee have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditor (or to nominate the outside auditor
proposed for shareholder approval in any proxy statement).

Responsibilities
----------------

The Audit Committee is appointed by the Board to assist the Board in, among
other things:
(1) monitoring the integrity of the financial statements of the Company, (2)
requiring that the outside auditor submits on a periodic basis, but at least
annually, to the Audit Committee a formal written statement delineating all
relationships between the outside auditor and the Company, consistent with
Independence Standards Board Standard, and actively engaging in a dialogue with
the outside auditor with respect to any disclosed relationships or services that
may impact the objectivity and independence of the outside auditor and for
taking, or recommending that the Board of Directors take, appropriate action, to
oversee the independence of the outside auditor, (3) reviewing and assessing the
adequacy of this Charter, at least annually, (4) making such reports as are
required by the Securities and Exchange Commission and (5) making
recommendations to the Board with respect to the selection, evaluation, and
where appropriate, replacement of the Company's outside auditor. The Audit
Committee shall have such other responsibilities as are required by the NASDAQ
and the Securities and Exchange Commission.

Membership Requirements
-----------------------

The Audit Committee shall consist of three members. Each member of the Audit
Committee shall meet the independence standards and financial literacy
requirements as established from time to time by the NASDAQ. Under NASDAQ rules,
one Audit Committee member may be "not independent" so long as he/she is (1) not
a current employee, (2) not an immediate family member of a current employee,
and (3) the Board determines that membership on the Audit Committee by that
individual is required by the best interests of the corporation and its
shareholders and this is disclosed in the next proxy statement along with the
reasons for the Board's determination. The members of the Audit Committee are
appointed by the Board. The Audit Committee members shall select a Chair, who
shall be an "Independent Director," as defined in the listing standards of the
NASDAQ Stock Market.

Authority
---------

The Audit Committee shall have the authority to retain special legal,
accounting, or other consultants to advise the Committee with respect to its
responsibilities and authority hereunder and to retain professionals and
advisors to assist the Audit Committee in maintaining or improving its financial
literacy, and incur any expenses related to any of the foregoing. The Audit
Committee may require any officer or employee of the Company or the Company's
internal or outside counsel or outside auditor to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Audit
Committee. The Audit Committee may not, however, knowingly cause the Company's
counsel to make any disclosure in a manner that would cause a loss of the
attorney-client privilege or a waiver of the work product doctrine.

A-1
<PAGE> 20

Processes
---------

The Audit Committee, in fulfilling its responsibilities and in the exercise of
its authority, during each of the periods indicated, shall:

A. QUARTERLY

1. Maintain minutes of its meetings (which may, if needed to protect
privilege, be confidential) and make regular reports to the Board.

2. Review with management and the outside auditor the financial statement
review completed by the outside auditor prior to the release of
quarterly earnings.

3. Review an analysis prepared by management and the outside auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Company's financial statements.

4. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures.

B. ANNUALLY

1. Review the annual audited financial statements with management,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

2. Discuss with the outside auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of
the audit.

3. Prepare the Audit Committee Report as required by the rules of the
Securities and Exchange Commission, to be included in the Company's
annual proxy statement, stating whether:

(a) The Audit Committee reviewed and discussed the audited
financial statements with management;

(b) The Audit Committee discussed with the outside auditor the
matters required to be discussed by SAS 61, as may be modified
or supplemented;

(c) The Audit Committee received the written disclosures and the
letter from the outside auditor required by Independence
Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT
COMMITTEES), as may be modified or supplemented, and has
discussed with the outside auditor the outside auditor's
independence; and

(d) Based on the review and discussions referred to in paragraphs
(a) through (c) above, whether the Audit Committee recommended
to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form
10-K for the last fiscal year for filing with the Commission.

4. Provide the Board with such individual information and assurances as
are reasonably necessary to assure that each member of the Audit
Committee is an Independent Director.

5. Obtain from the outside auditor assurance that Section 10A of the
Private Securities Litigation Reform Act of 1995 has not been
implicated.

A-2
<PAGE> 21

6. Meet with the outside auditor prior to the audit to review the planning
and staffing of the audit.

7. Obtain reports from management, the Company's senior internal auditing
executive (if any), and the outside auditor, that the Company's
subsidiary/foreign affiliated entities are in conformity with
applicable legal requirements and the Company's Code of Business
Conduct.

8. Review with the outside auditor any problems or difficulties the
outside auditor may have encountered and any management letter provided
by the outside auditor, and the Company's response to that letter. Such
review should include:

(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or
access to required information.

(b) Any changes required in the planned scope of any internal
audit.

9. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations and with the
Company's Code of Business Conduct.

10. Review with the Company's inside General Counsel (if applicable) and
principal outside Counsel those legal matters that may have a material
impact on the financial statements, the Company's compliance policies
and any material reports or inquiries received from regulators or
governmental agencies.

11. Meet at least annually with the chief financial officer, any senior
internal auditing executive and the outside auditor in separate
executive sessions.

12. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the outside auditor, any
internal auditors or management.

13. Approve the fees to be paid to the outside auditor.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor, or to assure compliance with
laws and regulations and the Company's Code of Business Conduct.

A-3
<PAGE> 22

Appendix B

AMENDED AND RESTATED TEAM AMERICA CORPORATION
1996 INCENTIVE STOCK PLAN
-------------------------

SECTION 1. PURPOSE

The purpose of this Plan is to advance the long-term interests of TEAM
America Corporation by (i) motivating executive and other personnel by means of
long-term incentive compensation, (ii) furthering the identity of interests of
participants with those of the shareholders of the Company through the ownership
and performance of the Common Stock of the Company and (iii) permitting the
Company to attract and retain directors and executive personnel upon whose
judgment the successful conduct of the business of the Company largely depends.
Toward this objective, the Committee may grant stock options, stock appreciation
rights, restricted stock awards, phantom stock and/or performance shares to Key
Employees of the Company and its Subsidiaries, and shall grant stock options to
non-employee directors of the Company, on the terms and subject to the
conditions set forth in the Plan.

SECTION 2. DEFINITIONS

2.1. "Administrative Policies" means the administrative policies and
procedures adopted and amended from time to time by the Committee to administer
the Plan.

2.2. "Applicable Market" means the Nasdaq National Market ("NNM") or,
if the Common Stock is no longer traded in the NNM, then the principal national
securities exchange, if any, on which the Common Stock is traded as determined
by the Committee, or if the Common Stock is no longer traded in the NNM or on
any national securities exchange, then such other market price reporting system
pursuant to which the Common Stock is traded or quoted as designated by the
Committee.

2.3. "Award" means any form of stock option, stock appreciation right,
restricted stock award, phantom stock or performance share granted under the
Plan, whether singly, in combination, or in tandem, granted, made or awarded to
a Participant by the Committee pursuant to such terms, conditions, restrictions
and limitations, if any, as the Committee may establish by the Award Agreement
or otherwise.

2.4. "Award Agreement" means a written agreement with respect to an
Award between the Company and a Participant establishing the terms, conditions,
restrictions and limitations applicable to an Award. To the extent an Award
Agreement is inconsistent with the terms of the Plan, the Plan shall govern the
rights of the Participant thereunder.

2.5. "Board of Directors" or "Board" means the directors of the
Company, as a group, serving as such from time to time.

2.6. "Change in Control" means (a) the acquisition after the effective
date of this Plan by any "Person" (defined for the purposes of this Section to
mean any person within the meaning of Section 13(d) of the Exchange Act, other
than the Company or an employee benefit plan created by the Board of Directors
of the Company), either directly or indirectly, of the beneficial ownership
(determined under Rule 13d-3 of the Regulations promulgated by the Securities
and Exchange Commission ("SEC") under Section 13(d) of the Exchange Act) of any
securities issued by the Company if, after such acquisition, such Person is the
beneficial owner of securities issued by the Company having 20% or more of the
voting power in the election of Directors at the next meeting of the holders of
voting securities to be held for such purpose of all of the voting securities
issued by the Company, if such person acquired such beneficial ownership without
the prior consent of the Board of Directors; (b) the commencement (determined
under Rule 14d-2 of the Regulations promulgated by the SEC under Section 14(d)
of the Exchange Act) after the effective date of this Plan by any Person of a
tender offer subject to the provisions of Section 14(d) of the Exchange Act if,
after consummation of such tender offer, such Person would, directly or
indirectly, be the beneficial owner of securities issued by the Company having
20% or more of the voting power in the election of Directors at the next meeting
of the holders of voting securities to be held for such purpose of all of the
voting securities issued by the

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Company, if such Person commenced such tender offer without the prior written
consent of the Directors; (c) the election of a majority of the Directors,
elected at any meeting of the holders of voting securities of the Company, who
were not nominated for such election by the Board of Directors or a duly
constituted committee of the Board of Directors; or (d) the merger or
consolidation with or transfer of substantially all of the assets of the Company
to another person if the Board of Directors does not adopt a resolution, before
the Company enters into any agreement for such merger, consolidation or
transfer, determining that it is not a Change in Control.

2.7. "Change in Control Price" means the higher of (i) the mean of the
high and low closing prices for the Company's Common Stock on the Applicable
Market on the date of determination of the Change in Control, or (ii) the
highest price per share actually paid for the Common Stock in connection with
the Change in Control.

2.8. "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

2.9. "Committee" means the Compensation Committee of the Board of
Directors or such other committee designated by the Board to administer the Plan
under Section 3 hereof.

2.10. "Common Stock" means the Common Shares, without par value, of the
Company.

2.11. "Company" means TEAM America Corporation, an Ohio corporation.

2.12. "Derivative Security" means any of the "derivative securities" as
defined in Rule 16a-1 under the Exchange Act as such rule may be amended or
superseded from time to time.

2.13. "Director" means a member of the Board of Directors.

2.14. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

2.15. "IPO" means the initial underwritten public offering of the
Common Stock.

2.16. "IPO Price" means the price at which the Common Stock is offered
by the Company in the IPO.

2.17. "Key Employee" means an employee of the Company or a Subsidiary
who holds a position of responsibility in an executive, managerial,
administrative or professional capacity, and whose performance, as determined by
the Committee in the exercise of its sole and absolute discretion, can have an
effect on the growth, profitability and success of the Company.

2.18. "Participant" means any individual to whom an Award has been
granted by the Committee under this Plan.

2.19. "Plan" means this TEAM America Corporation 1996 Incentive Stock
Plan, as the same may be amended from time to time.

2.20. "Section 16 Officer" means any Participant who is an "officer" of
the Company within the meaning of Rule 16a-1 under the Exchange Act as such rule
may be amended or superseded from time to time.

2.21. "Subsidiary" means a corporation or other business entity in
which the Company directly or indirectly has an ownership interest of fifty-one
percent or more.

2.22. "Termination" means the termination of the Participant's
relationship with the Company including termination of the Participant's
employment and status as a Director. A Participant who is absent from employment
or other relationship with the Company for a reason or purpose and for a period
of time approved by the Committee, in its sole discretion, shall not for the
period of such absence be deemed, solely because of such absence, to have
suffered a Termination, unless and until the Committee otherwise determines.

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SECTION 3. ADMINISTRATION

The Plan shall be administered under the supervision of either (i) the
Board of Directors, or (ii) the Committee composed of not less than three
Directors each of whom shall be a "nonemployee director" as defined in Rule
16b-3 under the Exchange Act as such rule may be amended or superseded from time
to time and an "outside director" under Section 162(m) of the Code and the
regulations thereunder. References to the authority, duties and obligations of
the Committee hereinafter set forth shall apply to the Board of Directors at any
time the Board of Directors rather than the Committee is administering and
supervising the Plan.

Members of the Committee shall serve at the pleasure of the Board of
Directors, and may resign by written notice filed with the Chairman of the
Board, President or Secretary of the Company. A vacancy in the membership of the
Committee shall be filled by the appointment of a successor member by the Board
of Directors. Until such vacancy is filled, the remaining members shall
constitute a quorum and the action at any meeting of a majority of the entire
Committee, or an action unanimously approved in writing by all Committee
members, shall constitute action of the Committee. Subject to the express
provisions of this Plan, the Committee shall have exclusive and final authority
to: (i) construe and interpret the Plan and any Award Agreement entered into
hereunder; (ii) establish, amend and rescind Administrative Policies for the
administration of the Plan; and (iii) determine the "fair market value" of the
Common Stock of the Company (based on the Applicable Market, if any, for the
Common Stock). The Committee shall have such additional authority as the Board
of Directors may from time to time determine to be necessary or desirable.
Employees, agents and independent contractors of the Company or the Committee
may be assigned, or employed or retained to perform, administrative, clerical
and other duties of the Committee, subject to the supervision and control of the
Committee; provided, however, that only the Committee may grant or award an
Award under the Plan and make decisions concerning the timing, pricing and
amount of any Award, except for stock options automatically granted to Directors
who are not employees of the Company under Section 13 hereof.

For so long as Directors and/or Section 16 Officers are or may be
Participants in the Plan, the Committee shall not knowingly take any action, or
decline to take any action, which shall cause the Plan not to meet the
requirements contained in Rule 16b-3 under the Exchange Act, as such rule is
amended or superseded from time to time, which permit the granting or making of
Awards under the Plan to be exempt from section 16(b) of the Exchange Act as
amended or superseded from time to time.

SECTION 4. ELIGIBILITY

Any Key Employee is eligible to become a Participant in the Plan.
Directors of the Company, other than Directors who are employees of the Company,
shall be eligible only to receive stock options pursuant to Section 13 hereof.

SECTION 5. SHARES AVAILABLE

(a) Shares of Common Stock available for issuance under the Plan may be
authorized and unissued shares or treasury shares. Subject to the adjustments
provided for in Sections 18 and 19 hereof, the maximum number of shares of
Common Stock available for grant of Awards under the Plan is 1,600,000 shares.
Notwithstanding the foregoing, at no time shall the number of shares of Common
Stock deemed to be available for grant in any calendar year exceed ten percent
of the total number of issued and outstanding shares of Common Stock of the
Company. The number of shares of Common Stock available for grant to any
individual Participant in any calendar year shall not exceed 50,000 shares.

(b) For purposes of calculating the number of shares of Common Stock
deemed to be granted hereunder during any fiscal year, each Award, whether
denominated in stock options, stock appreciation rights, restricted stock,
performance shares or phantom stock, shall be deemed to be a grant of a number
of shares of Common Stock equal to the number of shares represented by the stock
options, shares of restricted stock, performance shares, shares of phantom stock
or stock appreciation rights set forth in the Award; provided however

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<PAGE> 25

(i) in the case of any Award as to which the exercise of one
right nullifies the exercisability of another (including, by way of
illustration the grant of a stock option with Tandem SARs (as
hereinafter defined)), the number of shares deemed to have been granted
shall be the maximum number of shares (and/or cash equivalents) that
could have been acquired upon the maximum exercise or settlement of the
Award; and

(ii) in the case of Performance Share Awards (as hereinafter
defined) providing for payments in excess of 100% of the number of
shares set forth in the Award Agreement, the number of shares granted
shall be deemed to be the maximum number of shares (and/or the cash
equivalent thereof) issuable under the Award at the highest level of
performance.

(c) Shares of Common Stock covered by lapsed, canceled, surrendered or
terminated Awards shall be shares available for regrant under the Plan;
provided, however, that the portion of any Award that has been settled by the
payment of cash or the issuance of shares of Common Stock, or a combination
thereof, shall not be available for re-grant under the Plan, irrespective of the
value of the settlement or the method of its payment. The settlement of an Award
shall not be deemed to be the grant of an Award hereunder.

SECTION 6. TERM

The Plan shall become effective as of October 24, 1996, subject to
approval of the Plan by the holders of a majority of the shares of Common Stock.
No Awards shall be exercisable or payable before approval of the Plan has been
obtained from the Company's shareholders and no Awards may be granted after
December 31, 2006.

SECTION 7. PARTICIPATION

The Committee shall select, from time to time, Participants from those
Key Employees who, in the opinion of the Committee can further the Plan's
purpose and the Committee shall determine the type or types of Awards, if any,
to be made to the Participant. Any selection by the Committee of an employee of
the Company or a Subsidiary to be a Participant in the Plan shall irrevocably
constitute the Committee's concurrent and conclusive determination that such
employee is a Key Employee. In addition, all non-employee Directors shall
participate in the Plan solely in the manner specified in Section 13 hereof. The
terms, conditions and restrictions of each Award shall be set forth in an Award
Agreement, and no Participant shall have any rights to or interest in an Award
unless and until such Participant has exercised and delivered an Award Agreement
with respect to such Award.

SECTION 8. STOCK OPTIONS

(a) Grants. Awards may be granted in the form of stock options. Stock
options may be incentive stock options within the meaning of section 422 of the
Code or nonqualified stock options (i.e., stock options which are not incentive
stock options), or a combination of both, or any particular type of tax
advantage option authorized by the Code from time to time.

(b) Terms and Conditions of Options. An option shall be exercisable in
whole or in such installments and at such times as may be determined by the
Committee; provided, however, that no stock option shall be exercisable more
than ten years after the date of grant thereof. In the absence of any provision
in an option to the contrary (i) the option will become exercisable as to 20% of
the shares of Common Stock subject to the option upon completion of the first
full year of employment of the Participant after the date of grant thereof and
as to 20% of such shares upon the completion of each full year thereafter prior
to Termination, and (ii) the option will lapse upon the earliest of (A) one year
after Termination of the Participant's relationship with the Company if the
Termination is due to death or disability or if the Participant dies within 90
days of the Termination, or (B) 90 days after Termination if the Termination is
for any reason other than death or disability. The option exercise price shall
be established by the Committee, but such price shall not be less than the per
share fair market value of the Common Stock, as determined by the Committee, on
the date of the stock option's grant subject to adjustment as provided in
Sections 18 or 19 hereof; provided, however, that the option price of any
nonqualified stock option granted within 90 days following the closing of the
IPO may be the IPO Price.

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<PAGE> 26

(c) Restrictions Relating to Incentive Stock Options. Stock options
issued in the form of incentive stock options shall, in addition to being
subject to all applicable terms, conditions, restrictions and/or limitations
established by the Committee, comply with section 422 of the Code. Incentive
stock options shall be granted only to those Key Employees who are employees of
the Company and its "subsidiaries" within the meaning of section 424 of the
Code, and shall be granted within ten years after the date the Plan was adopted
by the Board of Directors. The aggregate fair market value (determined as of the
date the option is granted) of shares with respect to which incentive stock
options are exercisable for the first time by an individual during any calendar
year (under this Plan or any other plan of the Company or any Subsidiary which
provides for the granting of incentive stock options) may not exceed $100,000 or
such other number as may be applicable under the Code from time to time. Any
incentive stock option that is granted to any employee who is, at the time the
option is granted, deemed for purposes of section 422 of the Code, or any
successor provision, to own shares of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or of a parent or subsidiary of the Company shall have an option
exercise price that is at least 110 percent (110%) of the fair market value of
the shares at the date of grant and shall not be exercisable after the
expiration of 5 years from the date it is granted.

(d) Additional Terms and Conditions. The Committee may, in any manner
not inconsistent with the Plan, by way of the Award Agreement or otherwise,
establish such other terms, conditions, restrictions and/ or limitations, if
any, on any stock option Award and the exercise thereof.

(e) Payment. Upon exercise, a Participant may pay the option exercise
price of a stock option (i) in cash, (ii) in shares of Common Stock, or (iii) a
combination thereof, or (iv) in the sole discretion of the Committee, through a
cashless exercise procedure involving a broker; provided, however, that such
method and time for payment shall be permitted by and be in compliance with
applicable law, or (v) such other consideration as the Committee may deem
appropriate. The Committee shall establish appropriate methods for accepting
Common Stock and may impose such conditions as it deems appropriate on the use
of such Common Stock to exercise a stock option.

SECTION 9. STOCK APPRECIATION RIGHTS

(a) Grants. Awards may be granted in the form of stock appreciation
rights ("SARs"). SARs shall entitle the recipient to receive a payment equal to
the appreciation in market value of a stated number of shares of Common Stock
from the price stated in the Award Agreement to the market value of the Common
Stock on the date of exercise or surrender. A SAR may be granted in tandem with
all or a portion of a related stock option under the Plan ("Tandem SARs"), or
may be granted separately ("Freestanding SARs"): provided, however, that
Freestanding SARs may be granted only to Key Employees who are foreign nationals
or are employed outside of the United States, or both, and as to whom the
Committee determines the interests of the Company could not as conveniently be
served by the grant of other forms of Awards under the Plan. Tandem SARs shall
permit the optionee to surrender a stock option or portion thereof and to
receive the payment to which he is entitled under the SAR Award Agreement with
respect to the shares of Common Stock subject to the surrendered stock option or
portion thereof. A Tandem SAR may be granted either at the time of the grant of
the related stock option or at any time thereafter during the term of the stock
option. A Freestanding SAR granted to a Section 16 Officer may be exercised no
sooner than six months after it is granted.

(b) Terms and Conditions of Tandem SARs. A Tandem SAR shall be
exercisable to the extent, and only to the extent, that the related stock option
is exercisable. The appreciation in value of a Tandem SAR shall be the
appreciation in fair market value from an amount not less than the option
exercise price of the related stock option or portion thereof being surrendered
to the market value of the Common Stock on the date of exercise. Upon exercise
of a Tandem SAR as to some or all of the shares covered by an Award, the related
stock option shall be canceled automatically to the extent of the number of SARs
exercised, and such shares shall not thereafter be eligible for grant under
Section 5 hereof.

(c) Terms and Conditions of Freestanding SARs. Freestanding SARs shall
be exercisable in whole or in such installments and at such times as may be
determined by the Committee. The base price of a Freestanding

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SAR shall also be determined by the Committee; provided, however, that such
price shall not be less that the fair market value of the Common Stock on the
date of the award of the Freestanding SAR.

(d) Deemed Exercise. The Committee may provide that an SAR shall be
deemed to be exercised at the close of business on the scheduled expiration date
of such SAR, if at such time the SAR by its terms is otherwise exercisable and,
if so exercised, would result in a payment to the Participant.

(e) Additional Terms and Conditions. The Committee may, in any manner
not inconsistent with the Plan, by way of the Award Agreement or otherwise,
determine such other terms, conditions, restrictions and/or limitations, if any,
on any SAR Award.

SECTION 10. RESTRICTED STOCK AWARDS

(a) Grants. Awards may be granted in the form of Restricted Stock
Awards. Restricted Stock Awards consist of shares of Common Stock bearing
restrictions on their transfer or otherwise as authorized by Section 10(b),
below, and may be awarded to a Key Employee with or without payment of
consideration by the Key Employee.

(b) Award Restrictions. Restricted Stock Awards shall be subject to
such terms, conditions, restrictions, or limitations as the Committee deems
appropriate including, by way of illustration but not by way of limitation,
restrictions on transferability, requirements of continued employment or
individual performance or the financial performance of the Company. The
Committee may modify, or accelerate the termination of, the restrictions
applicable to a Restricted Stock Award under such circumstances as it deems
appropriate.

(c) Rights as Shareholders. During the period in which any shares of
Common Stock are subject to the restrictions imposed under this Section 10, the
Committee may, in its discretion, grant to the Participant to whom such
restricted shares have been awarded, all or any of the rights of a shareholder
with respect to such shares, including, by way of illustration but not by way of
limitation, the right to vote such shares and to receive dividends.

(d) Evidence of Award. Any Restricted Stock Award granted under the
Plan may be evidenced in such manner as the Committee deems appropriate,
including, without limitation, book entry registration or issuance of a stock
certificate or certificates.

(e) Additional Terms and Conditions. The Committee may, in any manner
not inconsistent with the Plan, by way of Award Agreement or otherwise,
determine such other terms, conditions, restrictions or limitations, if any, on
any Award of Restricted Stock.

SECTION 11. PHANTOM STOCK

(a) Grants. Awards may be granted in the form of Phantom Stock Awards.
Phantom Stock Awards shall entitle the Participant to receive the market value
or the appreciation in value of a stated number of shares of Common Stock on a
settlement date determined by the Committee.

(b) Terms and Conditions. The Committee may, in any manner not
inconsistent with the Plan, by way of Award Agreement or otherwise, determine
such terms, conditions, restrictions or limitations, if any, on any Award of
Phantom Stock.

SECTION 12. PERFORMANCE SHARES

(a) Grants. Awards may be granted in the form of performance shares.
"Performance Shares" means interests the entitlement to which is based upon the
attainment of pre-determined Performance Targets as hereinafter defined during a
Performance Period as hereinafter defined. At the end of the Performance Period,
Performance Shares shall be converted into Common Stock (or Common Stock and
cash, as determined by the Award Agreement) and distributed to Participants
based upon such entitlement.

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(b) Performance Criteria. The Committee may grant an Award of
Performance Shares to Participants as of the first day of each Performance
Period. As used herein, the term "Performance Period" means the period during
which a Performance Target is measured and the term "Performance Target" means
the predetermined goals established by the Committee. A Performance Target will
be established at the beginning of each Performance Period. If at the end of the
Performance Period, the Performance Target is fully met, the Performance Shares
will be converted 100% into shares of Common Stock (or the cash equivalent
thereof, as determined by the Award Agreement) and issued to the Participant.
Award payments in excess of 100% shall be permitted based upon an attainment in
excess of 100% of the Performance Target. If the Performance Target has not been
fully met, Performance Shares will be converted and delivered only to the
extent, if any, provided at the time of the grant of such Award for conversion
based upon partial attainment of the Performance Target and the balance of the
Performance Shares will be forfeited to the Company and available for reissuance
pursuant to Section 5 hereof.

(c) Additional Terms and Conditions. The Committee may, in any manner
not inconsistent with the terms of this Plan, by way of the Award Agreement or
otherwise, determine the manner of payment of Awards of Performance Shares and
other terms, conditions, restrictions or limitations, if any, on any Award of
Performance Shares.

SECTION 13. DIRECTORS' STOCK OPTIONS

(a) Grants. Awards may be granted to non-employee Directors only in the
form of stock options satisfying the requirements of this Section 13. All stock
options granted under this Section 13 shall be nonqualified stock options.

(b) Option Exercise Price. The option exercise price of all stock
options granted under this Section 13 shall be the per share fair market value
of the outstanding shares of the Common Stock on the date such options are
granted; provided, however, that the option price of any nonqualified stock
option granted within 90 days following the closing of the IPO may be the IPO
Price. Payment of the option exercise price may be made in cash or in shares of
Common Stock or a combination of cash and Common Stock to the extent provided in
the Award Agreement.

(c) Administration. Subject to the express provisions of this Section
13, the Committee shall have conclusive authority to construe and interpret any
Stock Option Award granted under this Section 13 and to adopt Administrative
Policies with respect thereto; provided, however, that no action shall be taken
which would prevent the options granted under this Section 13 or any Award
granted under the Plan from meeting the requirements for exemption from Section
16(b) of the Exchange Act, or subsequent comparable statute, as set forth in
Rule 16b-3 of the Exchange Act or any subsequent comparable rule.

(d) Option Agreement. The options granted hereunder shall be evidenced
by an option agreement, dated as of the date of the grant, which agreement shall
be in such form, consistent with the terms and requirements of this Section 13,
as shall be approved by the Committee from time to time and executed on behalf
of the Company by the President. The Option Agreement shall require the optionee
to refrain from selling or otherwise disposing of shares so acquired for at
least 120 days following the exercise of such option.

(e) Option Period. Options granted under this Section 13 will become
exercisable at such times as the Committee shall approve.

(f) Limitations on Exercise. Directors' Stock Options shall become
exercisable at such times and to such extent as the Committee shall approve. To
the extent an option is not otherwise exercisable at the date of the Director's
retirement as a Director as required under any plan or policy of the Company, it
shall become fully exercisable upon such retirement; provided, however, that
Director Stock Options shall not become exercisable under this sentence prior to
the expiration of six months from the date of grant. Upon such retirement such
options shall be exercisable for a period of three years, subject to any shorter
original term thereof. Options not otherwise exercisable at the time of the
death of a Director during continued service with the Company shall become fully
exercisable upon his death. Upon the death of a Director while in service as a
Director, such options shall remain exercisable for a period of one year after
the date of death. To the extent an option is exercisable on the date a Director
ceases to be a Director (other than by reason of death or retirement as a
Director under any plan or policy of

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<PAGE> 29

the Company), the option shall continue to be exercisable (subject to the
original term of the option) for a period of ninety (90) days thereafter.

SECTION 14. PAYMENT OF AWARDS

Except as otherwise provided herein Award Agreements may provide that,
at the discretion of the Committee, payment of Awards may be made in cash,
Common Stock, a combination of cash and Common Stock, or any other form of
property as the Committee shall determine. The terms of Award Agreements may
provide for payment of Awards in the form of a lump sum or installments, as
determined by the Committee. In connection with transactions involving the
exercise and cancellation of an Award (under this Section 14 or Section 25, or
otherwise) held by or through a Director or a Section 16 Officer (whether or not
the transaction also involves the related surrender and cancellation of a stock
option) and the receipt of cash in complete or partial settlement of the Award,
or the cash settlement of an equity security to satisfy the tax withholding
consequences of a Derivative Security, the Committee may require that such
transaction be consummated in compliance with Rule 16b-3(e) under the Exchange
Act, as such rule may be amended or superseded from time to time, unless the
holder of such Award waives such compliance in a writing executed by such holder
and delivered to the Committee and the Committee consents to such waiver.

SECTION 15. DIVIDENDS AND DIVIDEND EQUIVALENTS

If an Award is granted in the form of a Restricted Stock Award, Phantom
Stock Award or a Freestanding SAR, the Committee may choose, at the time of the
grant of the Award, to include as part of such Award an entitlement to receive
dividends or dividend equivalents, subject to such terms, conditions,
restrictions or limitations, if any, as the Committee may establish. Dividends
and dividend equivalents shall be paid in such form and manner and at such time
as the Committee shall determine. All dividends or dividend equivalents which
are not paid currently may, at the Committee's discretion, accrue interest or be
reinvested into additional shares of Common Stock.

SECTION 16. TERMINATION OF EMPLOYMENT

The Committee may adopt Administrative Policies determining the
entitlement of Participants who cease to be employed by either the Company or a
Subsidiary whether because of death, disability, resignation, termination or
retirement pursuant to an established retirement plan or policy of the Company
or of its applicable Subsidiary.

SECTION 17. ASSIGNMENT AND TRANSFER; HOLDING PERIOD

An equity security of the Company granted or awarded to a Director or
Section 16 Officer as an Award under the Plan shall not be assigned, sold,
encumbered, transferred or otherwise disposed of prior to the elapse of six
months from the date of grant, and neither a Derivative Security granted or
awarded to a Director or Section 16 Officer as an Award under the Plan, nor the
underlying equity security with respect to such Derivative Security, shall be
assigned, sold, encumbered, transferred or otherwise disposed of prior to the
elapse of six months from the date of acquisition of the Derivative Security to
the date of disposition of the Derivative Security (other than upon exercise or
conversion) or such underlying equity security, unless, in either case, the
holder of such equity security or Derivative Security requests waiver of such
restrictions in a writing delivered to the Committee and the Committee consents
to such waiver.

SECTION 18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In the event of any change in the outstanding shares of Common Stock by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or shares of the Company, the maximum aggregate number and
class of shares as to which Awards may be or are required to be granted under
the Plan, and the shares issuable pursuant to and the exercise or purchase price
payable under then outstanding Awards, shall be appropriately adjusted by the
Committee whose determination shall be final. Any such adjustments may be
provided for in Award Agreements.

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SECTION 19. EXTRAORDINARY DISTRIBUTIONS AND PRO RATA REPURCHASES

In the event the Company shall at any time when an Award is outstanding
make an Extraordinary Distribution (as hereinafter defined) in respect of Common
Stock or effect a Pro Rata Repurchase of Common Stock (as hereinafter defined),
the Committee may consider the economic impact of the Extraordinary Distribution
or Pro Rata Repurchase on Participants and make such adjustments as it deems
equitable under the circumstances. The determination of the Committee shall,
subject to revision by the Board of Directors, be final and binding upon all
Participants.

(a) As used herein, the term "Extraordinary Distribution" means any
dividend or other distribution by the Company of:

(i) cash, where the aggregate amount of such cash dividend or
distribution together with the amount of all cash dividends and
distributions made during the twelve months preceding the date of
payment of such dividend or other distribution, when combined with the
aggregate amount of all Pro Rata Repurchases (for this purpose,
including only that portion of the aggregate purchase price of such Pro
Rata Repurchases which is in excess of the fair market value (as
determined by the Committee) of the Common Stock repurchased during
such twelve month period), exceeds ten percent (10%) of the aggregate
fair market value (as determined by the Committee) of all shares of
Common Stock outstanding on the record date for determining the
shareholders entitled to receive such Extraordinary Distribution; or

(ii) any shares of capital stock of the Company (other than
shares of Common Stock), other securities of the Company (including
evidences of indebtedness of the Company), or any other investments,
assets or property of the Company (including shares of any Subsidiary
of the Company), or any combination thereof.

(b) As used herein "Pro Rata Repurchase" means any purchase of shares
of Common Stock by the Company or any Subsidiary thereof, pursuant to any tender
offer or exchange offer subject to section 13(e) of the Exchange Act or any
successor provision of law, or pursuant to any other offer available to
substantially all holders of Common Stock; provided, however, that no purchase
of shares of the Company or any Subsidiary thereof made in open market
transactions shall be deemed a Pro Rata Repurchase.

SECTION 20. WITHHOLDING TAXES

The Company or the applicable Subsidiary shall be entitled to deduct
from any payment under the Plan, regardless of the form of such payment, the
amount of all applicable income and employment tax required by law to be
withheld with respect to such payment or may require the Participant to pay to
it such tax prior to and as a condition of the making of such payment. In
accordance with any applicable Administrative Policies it establishes, the
Committee may allow a Participant to pay the amount of taxes required by law to
be withheld from an Award by withholding from any payment of Common Stock due as
a result of such Award, or by permitting the Participant to deliver to the
Company shares of Common Stock having a fair market value, as determined by the
Committee, equal to the amount of such required withholding taxes.

SECTION 21. REGULATORY APPROVALS AND LISTINGS

Notwithstanding anything contained in this Plan to the contrary, the
Company shall have no obligation to issue or deliver certificates of Common
Stock evidencing Restricted Stock Awards or any other Award payable in Common
Stock prior to (a) the obtaining of any approval from any governmental agency
which the Company shall, in its sole discretion, determine to be necessary or
advisable, (b) the admission of such shares to trading on the Applicable Market
and (c) the completion of any registration or other qualification of said shares
under any state or Federal law or ruling of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or advisable.
The Company shall have the right to require that any certificate for Common
Stock issued

B-9
<PAGE> 31

pursuant. to the Plan or an Award bear any restrictive legend required by law
and/or to evidence restrictions on the transfer of the shares under applicable
law, the Award Agreement or the Plan.

SECTION 22. NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS

Participation in the Plan shall not give any Key Employee any right to
remain in the employ of the Company or any Subsidiary. The Company or, in the
case of employment with a Subsidiary, the Subsidiary, reserves the right to
terminate the employment of any Key Employee at any time, subject to the terms
of any employment agreement with such Key Employee. The adoption of this Plan
shall not be deemed to give any Key Employee or any other individual any right
to be selected as a Participant, to be granted any Awards hereunder or, if
granted an Award, to receive any additional Awards at any subsequent time.

SECTION 23. RIGHTS AS SHAREHOLDER

No Participant shall have any rights as a shareholder as a result of
participation in the Plan until the date of issuance of and only as the holder
of a stock certificate in his name except, in the case of Restricted Stock
Awards, to the extent such rights are granted to the Participant under Section
10(c) hereof. To the extent any person acquires a right to receive payments from
the Company under this Plan, such rights shall be no greater than the rights of
an unsecured creditor of the Company.

SECTION 24. RESPONSIBILITY AND INDEMNIFICATION

No member of the Board of Directors or the Committee shall be liable to
the Company, any Participant or any third party for any action or determination
made in good faith with respect to the Plan and Awards thereunder, or for any
matter as to which the Company's articles of incorporation or code of
regulations, or any valid contract between the Company and such member, limits
or negates the liability of Directors. Such members shall be entitled to
indemnification and reimbursement in the manner provided in the Company's
articles of incorporation and code of regulations, in any valid contract between
the Company and such member, and under any directors' and officers' liability
insurance coverage which may be in effect from time to time.

SECTION 25. SUBSTITUTION, EXTENSION, RENEWAL AND REGRANT OF AWARDS

Awards may be granted under the Plan from time to time in substitution
for stock options and other rights or awards held by employees of organizations
who become or are about to become Key Employees of the Company or a Subsidiary
as the result of a merger or consolidation of the employing organization with
the Company or a Subsidiary, or the acquisition by the Company or a Subsidiary
of the assets of the employing organization, or the acquisition by the Company
or a Subsidiary of equity interests in the employing organization as the result
of which it becomes a Subsidiary. The Committee may extend or renew outstanding
Awards granted under the Plan on terms not inconsistent with the Plan.

The Committee may accept the surrender or cancellation of outstanding
Awards (to the extent not theretofore exercised, paid or settled) and grant or
award new Awards in substitution therefor, which new Awards may be different
types of Awards than the Awards so surrendered and/or canceled.

SECTION 26. AMENDMENT

The Committee may suspend, reinstate and terminate the Plan or any
portion thereof at any time. In addition, the Committee may, from time to time,
amend the Plan in any manner, but may not without shareholder approval adopt any
amendment (i) which would (a) materially increase the benefits accruing to
Participants under the Plan, (b) materially increase the number of shares of
Common Stock which may be issued under the Plan (except as specified in Section
18), or (c) materially modify the requirements as to eligibility for
participation in the Plan, or (ii) that requires shareholder approval in order
for the Plan to comply with Section 162(m) of the Code. Notwithstanding the
foregoing, the provisions of Section 13 relating to the eligibility for, and the
amount, price and timing of, Awards to Directors thereunder shall not be
amended, nor shall the operation of Section 13 be suspended

B-10
<PAGE> 32

or reinstated, more than once every six months other than to comport with
changes in the Code, ERISA, or the rules thereunder.

SECTION 27. CORPORATE CHANGES; USE OF FUNDS

The grant of an Award pursuant to the Plan shall not affect the right
or power of the Company to make adjustments, reclassifications, reorganizations,
or changes of its stock, securities, capital or business structure, or to merge,
consolidate, dissolve, or liquidate, or to sell, lease or transfer all or any
part of its business or assets. The funds received by the Company upon any
exercise or settlement of an Award may be used by the Company for any corporate
purpose or purposes.

SECTION 28. CHANGE IN CONTROL

(a) Stock Options. In the event of a Change in Control, options not
otherwise exercisable at the time of a Change in Control shall become fully
exercisable upon such Change in Control; provided, however, that options shall
not become exercisable under this provision prior to the expiration of six
months from the date of grant.

(b) Stock Appreciation Rights. In the event of a Change in Control,
Tandem SARs not otherwise exercisable upon a Change in Control shall become
exercisable to the extent that the related Stock Option is exercisable.
Freestanding SARs not otherwise exercisable upon a Change in Control shall also
become fully exercisable upon such Change in Control.

(i) The Company shall make payment to Participants with
respect to SARs in cash in an amount equal to the appreciation in the
value of the SAR from the base price specified in the Award Agreement
to the Change in Control Price.

(ii) Such cash payments to Participants shall be due and
payable, and shall be paid by the Company, immediately upon the
occurrence of such Change in Control; and

(iii) After the payment provided for in (ii) above,
Participants shall have no further rights under SARs outstanding at the
time of such Change in Control.

(c) Restricted Stock Awards. In the event of a Change in Control, all
restrictions previously established with respect to Restricted Stock Awards will
conclusively be deemed to have been satisfied. Participants shall be entitled to
have issued to them the shares of Common Stock described in the applicable Award
Agreements, free and clear of any restriction or restrictive legend, except that
if upon the advice of counsel to the Company, shares of Common Stock cannot
lawfully be issued without restriction, then the Company shall make payment to
Participants in cash in an amount equal to the Change in Control Price of the
Common Stock that otherwise would have been issued:

(i) Such cash payments to Participants shall be due and
payable, and shall be paid by the Company, immediately upon the
occurrence of such Change in Control; and

(ii) After the payment provided for in (i) above, Participants
shall have no further rights under Restricted Stock Awards outstanding
at the time of such Change in Control of the Company.

(d) Phantom Stock. In the event of a Change in Control:

(i) all restrictions and conditions, if any, previously
established with respect to Phantom Stock Awards will conclusively be
deemed to have been satisfied and fulfilled. Participants shall be
entitled to receive Common Stock in satisfaction of their rights under
Phantom Stock Awards in accordance with the amounts otherwise payable
by the Company pursuant to the Award Agreement.

B-11
<PAGE> 33

(ii) Such Common Stock shall be issued to Participants by the
Company immediately upon the occurrence of such Change in Control; and

(iii) After the payment provided for in (ii) above, the
Participants shall have no further rights under Phantom Stock Awards
outstanding at the time of such Change in Control of the Company.

(e) Performance Shares. In the event of a Change in Control:

(i) All previously established Performance Targets will be
conclusively deemed to have been met. Participants shall be entitled to
a pro rata proportion of the shares of Common Stock which would have
been issued to them upon conversion of any outstanding Performance
Shares at the end of the Performance Period (based upon the applicable
Performance Targets which are conclusively deemed to have been met by
reason of the Change in Control), payable in the manner specified in
subsection (ii) hereof. The pro rata proportion of the shares of Common
Stock to be issued shall be equal to a fraction, the numerator of which
is the duration of the Performance Period prior to such Change in
Control and the denominator of which is the original length of the
Performance Period;

(ii) In lieu of issuing shares of Common Stock upon such
conversion of Performance Shares, the Company shall make payment to
Participants in cash in an amount equal to the Change in Control Price
of the shares of Common Stock that would have been issued under
paragraph (i) above;

(iii) Such cash payments to Participants shall be due and
payable, and shall be paid by the Company, immediately upon the
occurrence of such Change in Control; and

(iv) After the payment provided for in (ii) above, the
Participants shall have no further rights under awards of Performance
Shares outstanding at the time of such Change in Control of the
Company.

(f) Directors' Stock Options. Directors' Stock Options not otherwise
exercisable at the time of a Change in Control shall become fully exercisable
upon such Change in Control; provided, however, that options shall not become
exercisable under this provision prior to the expiration of six months from the
date of grant.

(i) The Company shall make payment to Directors with respect
to Options in cash in an amount equal to the appreciation in the value
of the Option from the option exercise price specified in the Award
Agreement to the Change in Control Price.

(ii) Such cash payments to Directors shall be due and payable,
and shall be paid by the Company, immediately upon the occurrence of
such Change in Control; and

(iii) After the payment provided for in (i) above,
Participants shall have no further rights under Options outstanding at
the time of such Change in Control.

(g) Miscellaneous. Upon a Change in Control, no action shall be taken
which would adversely affect the rights of any Participant or the operation of
the Plan with respect to any Award to which the Participant may have become
entitled hereunder on or prior to the date of the Change in Control or to which
he may become entitled as a result of such Change in Control.

SECTION 29. GOVERNING LAW

The Plan shall be governed by and construed in accordance with the laws
of the State of Ohio, except as preempted by applicable Federal law.

B-12
<PAGE> 34

SECTION 30. INTERPRETATION

The Plan is designed and intended to comply with Rule 16b-3 promulgated
under the Exchange Act and, to the extent applicable, with Section 162(m) of the
Code and all provisions hereof shall be construed in a manner to so comply.

[End of Plan]

B-13

<PAGE> 35
TEAM AMERICA CORPORATION
110 EAST WILSON BRIDGE ROAD, WORTHINGTON, OHIO 43085

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

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 18, 2000

The undersigned shareholder of TEAM America Corporation (the "Company")
hereby appoints Kevin T. Costello and Thomas Gerlacher, or either of them, as
attorneys and proxies with full power of substitution to each, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Shareholders of the Company to be held at the Clarion
Hotel located at 7007 North High Street, Worthington, Ohio, on Friday, August
18, 2000, at 10:00 a.m. local time, and at any adjournment or adjournments
thereof, with all of the powers such undersigned shareholder would have if
personally present, for the following purposes:

1. ELECTION OF KEVIN T. COSTELLO, CHARLES F. DUGAN II AND CRYSTAL
FAULKNER AS CLASS II DIRECTORS.
[ ] FOR
[ ] WITHHOLD AUTHORITY FOR EACH NOMINEE

(INSTRUCTION: TO WITHHOLD AUTHORITY FOR A SPECIFIC NOMINEE, WRITE THAT
NOMINEE'S NAME HERE:_________________________________________________.)

2. APPROVE AND ADOPT THE AMENDMENT TO THE COMPANY'S 1996 INCENTIVE STOCK
PLAN, AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
[ ] FOR
[ ] AGAINST

3. IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.

(Continued and to be signed on other side.)

(Continued from other side.)

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, AND 3.

The undersigned hereby acknowledges receipt of the Notice of the Annual
Meeting of Shareholders, dated July 20, 2000, the Proxy Statement and the Annual
Report of the Company furnished therewith. Any proxy heretofore given to vote
said shares is hereby revoked.

PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IN THE ENCLOSED
ENVELOPE.

Dated: , 2000
---------------------

----------------------------------
(Signature)

SIGNATURE(S) SHALL AGREE WITH THE
NAME(S) PRINTED ON THIS PROXY. IF
SHARES ARE REGISTERED IN TWO NAMES,
BOTH SHAREHOLDERS SHOULD SIGN THIS
PROXY. IF SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE YOUR FULL
TITLE AS SUCH.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS