WORKFORCE SYSTEMS CORP /FL/, S-8, 1997-01-23

WORKFORCE SYSTEMS CORP /FL/
S-8, 1997-01-23
HELP SUPPLY SERVICES

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As filed with the Securities and Exchange
on January 23, 1997
Registration No. 333-
--------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Workforce Systems Corp.
----------------------------------------------------
(Exact name of registrant as specified in its charter)

Florida 65-0353816
---------------------- ----------------------------------
(State of Incorporation (I.R.S. Employer Identification No.)
or other Jurisdiction)

269 Cusick Road, Suite C-2
Alcoa, Tennessee 37701
------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)

Workforce Systems Corp.
STOCK COMPENSATION AGREEMENTS
-----------------------------
(Full title of Plan)

Charles B. Pearlman, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
305-763-1200
-------------------------------------------------------
(Name, Address and Telephone Number for Agent of Service)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

Title of Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Securities to Registered Offering Price Per Aggregate Registration Fee
be Registered Share (1) Offering Price(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 285,000 $3.00 $855,000 $294.83
Stock
Stock
- ----------------------------------------------------------------------------------------------------
(1) Determined pursuant to Rule 457(h) the registration fee was calculated on the basis of the
maximum number of securities issuance under the Agreements that are covered by the
registration statement computed upon the basis of the closing bid price of the Common Stock,
being $3.00 share, as reported on the NASD OTC Bulletin Board on January 20, 1997.
</TABLE>

<PAGE>

.
WORKFORCE SYSTEMS CORP.

CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ----------------------

1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus

2. Inside Front and Outside Back Cover Inside and Outside Cover Page of
Pages of Prospectus Prospectus

3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges

4. Use of Proceeds Not Applicable

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Cover Page of Prospectus

9. Description of Securities to be Description of Securities; Stock
Registered Compensation Agreements

10. Interests of Named Experts Not Applicable
and Counsel

11. Material Change Not Applicable

12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference

13. Disclosure of Commission Position on Indemnification; Undertakings
Indemnification for Securities Act
Liabilities

<PAGE>

PROSPECTUS

WORKFORCE SYSTEMS CORP.

285,000 Shares of Common Stock
$.001 par value

Issued Pursuant to the Company's
Stock Compensation Agreements

This Prospectus is part of a Registration Statement which registers an
aggregate of 285,000 shares of common stock, par value $.001 per share ("Common
Stock") of Workforce Systems Corp. (the "Company") which have been issued or
agreed to be issued, as set forth herein, to certain entities and individuals as
compensation (collectively, the "Compensation Stock") pursuant to written
agreements (collectively, the "Stock Compensation Agreements"). The Company has
been advised that such entity and individual may sell all or a portion of the
Compensation Stock from time to time in the over-the-counter market through
brokers and that such shares will be sold at market prices prevailing at the
time of such sales and that the Company will not receive any proceeds from such
sales.

No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Compensation Stock issuable pursuant to the terms of the
Stock Compensation Agreements shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
_________________

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

The date of this Prospectus is January 23, 1997.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
otherwise, files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Reports, proxy statements and
other information filed with the Commission can be inspected and copied at the
public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company
has also recently begum filing reports and information statements
electronically. The Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding issuers that file
electronically with the Commission. The address of such Web site is
http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") with respect to the aggregate of 285,000 shares of the Company's
Common Stock to be issued pursuant to the Stock Compensation Agreements. This
Prospectus, which is Part I of the Registration Statement, omits certain
information contained in the Registration Statement. For further information
with respect to the Company and the Compensation Stock, reference is made to the
Registration Statement, including the exhibits thereto. Statements in this
Prospects as to any document are not necessarily complete, and where such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such Statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated hereby by reference and made a part hereof:

1. The Company's Annual Report on Form 10-KSBA for the fiscal year
ended June 30, 1996.

2. The Company's Quarterly Report on Form 10-QSB for the three months
ended September 30, 1996.

3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to above.

All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which

<PAGE>

deregisters all securities then remaining unsold, shall be deemed incorporated
by reference herein and to be a part hereof from the respective date of filing
of such documents. Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.

The Company hereby undertakes to provide without change to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, Workforce
Systems Corp., 269 Cusick Road, Suite C-2, Alcoa, Tennessee 37701, telephone
615- 681-6034.

<PAGE>

THE COMPANY

The Company was incorporated under the laws of the State of Florida on
August 17, 1992 under the name Wildflower Financial Corp. In July 1994,
following a change in control, the Company changed its name to Workforce Systems
Corp. The Company is a diversified holding company with subsidiaries involved in
manufacturing, employee staffing and consumer products.

The Company's manufacturing division includes Industrial Fabrication &
Repair, Inc.("IFR"), founded in 1979 and now a subsidiary of the Company, which
provides machining, welding, speciality design and fabrications for custom
applications to clientele from various industries including paper, steel mills,
rock quarry operations, coal mining applications and bottling facilities. IFR's
newly incorporated subsidiary Maintenance Requisition Order Corp. ("MRO") is an
industrial supply house representing several major lines of power transmission
products, such as gear boxes, bearings and couplings, which are commonly used in
industrial manufacturing and operating facilities.

The Company's staffing division includes American Industrial Management,
Inc. ("AIM"), founded in 1995 and now a subsidiary of the Company, and Outside
Industrial Services, Inc. ("OIS"), founded in 1982 and now a subsidiary of the
Company, both of which provide light industrial and light manufacturing staffing
on a contract basis to businesses.

The Company's consumer products division includes NHP Manufacturing Corp.
("NHP"), a subsidiary of the Company founded in 1994, which is the exclusive
manufacturer for the ThawMaster family of thawing trays and Products That
Produce, Inc. ("PTP"), a subsidiary of the Company founded in 1995, mission is
to identify and market new consumer products which are both innovative and
moderately priced. The first product undertaken by PTP is Mr. Food's AlloFresh.
The product is being marketed under endorsement by Art Ginsburg, the nationally
syndicated T.V. chef known as "Mr. Food". All natural, made from minerals,
non-toxic and environmentally safe, Mr. Food's AlloFresh works to prevent food
decay and eliminate bacteria, moisture, mold, mildew and odors in refrigerators,
the kitchen and around the house.

The Company's executive offices are located at 269 Cusick Road, Suite C-2,
Alcoa, Tennessee 37701, telephone 423-681-6034.

STOCK COMPENSATION AGREEMENTS
General

On January 2, 1997 the Company entered into a Merger and Acquisition
Agreement with Longtin Products, Inc., a copy of which is filed as Exhibit 4.1
hereto, which provides for the payment of 60,000 shares of the Company's common
stock in connection with the provision of services to be rendered thereunder in
connection with the location, evaluation and assistance in negotiations related

<PAGE>

to acquisitions by the Company (the "LP Stock"). On January 2, 1997 the Company
entered into a Marketing Services Agreement with Infinity Financial Group, Inc.,
a copy of which is filed as Exhibit 4.2 hereto, which provides for the payment
of 50,000 shares of the Company's common stock in connection with the provision
of services to be rendered thereunder in connection with marketing for the
Company (the "IFG Stock"). On January 2, 1997 the Company entered into an
Advisory Agreement with The Merlin Group, Inc., a copy of which is filed as
Exhibit 4.3 hereto, which provides for the payment of 100,000 shares of the
Company's common stock in connection with the provision of certain services to
be rendered thereunder relating to management, strategic planning and marketing
(the "MG Stock"). On January 2, 1997 the Company entered into a Stock
Compensation Agreement with Lester E. Gann, a copy of which is filed as Exhibit
4.4 hereto, which provides for the payment of an aggregate of 10,000 shares of
the Company's common stock as a bonus under his employment agreement (the "Gann
Stock"). On January 2, 1997 the Company entered into a Consulting Agreement with
Jeffrey Noblin, a copy of which is filed as Exhibit 4.5 hereto, which provides
for the payment of an aggregate of 10,000 shares of the Company's common stock
in connection with the provision of certain services to be rendered thereunder
in connection with the Company's accounting and internal management computer
systems (the "Noblin Stock"). On January 2, 1997 the Company entered into a
Stock Compensation Agreement with Atlas, Pearlman, Trop & Borkson, P.A., a copy
of which is filed as Exhibit 4.6 hereto, which provides for the payment of
10,000 shares of the Company's common stock in connection with legal services to
be rendered thereunder (the "APT Stock"). On January 2, 1997 the Company entered
into a Stock Compensation Agreement with Steve Cooper, a copy of which is filed
as Exhibit 4.7 hereto, which provides for the payment of up to 25,000 shares of
the Company's common stock in connection with the provision of certain services
to be rendered thereunder in connection with financial due diligence for the
Company. Finally, on January 2, 1997 the Company entered into a Stock
Compensation Agreement with Charles B. Pearlman, Esq., a copy of which is filed
hereto as Exhibit 4.8, which provides for the payment of 20,000 shares of the
Company's common stock in connection with legal services to be rendered
thereunder (the "Pearlman Stock"). The LP Stock, the IFG Stock, the MG Stock,
the Gann Stock, the Noblin Stock, the APT Stock, the Cooper Stock and the
Pearlman Stock are herein collectively referred to as the "Compensation Stock."

Restrictions Under Securities Laws

The sale of the shares of Compensation Stock must be made in compliance
with federal and state securities laws. Officers, directors and 10% or greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under Federal securities laws,
should be aware that resales by affiliates can only be made pursuant to an
effective registration statement, Rule 144 or any other applicable registration.

DESCRIPTION OF SECURITIES
Common Stock

The Company is authorized by its Articles of Incorporation to issue
10,000,000 shares of Common Stock, of which 2,503,542 were issued and

<PAGE>

outstanding as of December 31, 1996. The holders of the Company's Common Stock
are entitled to receive dividends at such time and in such amounts as may be
determined by the Company's Board of Directors, and upon liquidation are
entitled to share ratably in the assets of the Company, subject to the rights of
the holders of any shares of preferred stock which may be outstanding, remaining
after the payment of all debts and other liabilities.

All shares of the Company's Common Stock have equal voting rights, each
share being entitled to one vote per share for the election of directors and all
other purposes. Holders of such Common Stock are not entitled to any preemptive
rights to purchase or subscribe for any of the Company's Securities. All of the
Company's Common Stock which is issued and outstanding is fully paid and
non-assessable. Stockholders, including the holders of any series of preferred
stock outstanding, do not have cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors are
able to elect 100% of the Company's Directors.

It is not contemplated that any dividends will be paid on the Common
Stock, and the future ability to pay dividends will be dependent upon the
success of the Company's operations and the decision by its Board of Directors
at that time.

Preferred Stock

The Company is authorize to issue 2,000,000 shares of preferred stock, par
value $.0001 per share, issuable in such series and bearing such voting,
dividend, conversion, liquidation and other rights and preferences as the Board
of Directors may determine. As of December 31, 1996 there are 30 shares of
Series A Preferred Stock, 30,000 shares of Series C Preferred Stock and
1,000,000 shares of Series D Preferred Stock issued and outstanding, with
969,970 shares of preferred stock remaining without designation.

The designations, rights and preferences of the Series A Preferred Stock
provide that the shares (i) have full voting rights, share for share, with the
then outstanding Common Stock of the Company as well as any other series of
preferred stock then outstanding, (ii) are not convertible into any other class
of equity of the Company, (iii) are redeemable at any time at the Company's
option at par value of $.001 per share, (iv) pay dividends at the sole
discretion of the Company's Board of Directors, (v) are not transferrable
without the consent of the Company's Board of Directors and (vi) in the event of
a liquidation or winding up of the Company, carry a liquidation preference equal
to par value, without interest, and are junior in interest to the Series B
Preferred of the Company then outstanding.

The designations, rights and preferences of the Series C Preferred Stock
provide that the shares (i) have no voting rights, (ii) are not convertible into
any other class of equity of the Company, (iii) are redeemable at any time at
the Company's option at an amount equal to the prior year's annual dividend as
previously set by action of the Company's Board of Directors, (iv) pay dividends
at the sole discretion of the Company's Board of Directors, (v) are not

<PAGE>

transferrable without the consent of the Company's Board of Directors and (vi)
in the event of a liquidation or winding up of the Company, carry a liquidation
preference equal to par value, without interest, and are junior in interest to
the Series B Preferred of the Company then outstanding. An annual dividend rate
of $36,000 for the balance of calendar 1994 and for the calendar year of 1995
was set by the Board of Directors and paid accordance therewith. For the
calendar year of 1996 the Board of Directors has determined that dividends, if
any, on the Series C Preferred Stock will be paid at its discretion. No
dividends were paid in the calendar year of 1996.

Over-The-Counter Market

The Company's Common Stock is traded on the over-the-counter market on the
NASD OTC Bulletin Board under the symbol "WFSC."

Transfer Agent

The Company's transfer agent is Florida Atlantic Stock Transfer, Inc.,
5701 North Pine Island Road, Suite 325, Tamarac, Florida 33321.

LEGAL MATTERS

Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop and Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

EXPERTS

The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-KSBA for the fiscal year ended June 30, 1996,
incorporated by reference herein, have been incorporated herein in reliance on
the report of Lyle H. Cooper, Certified Public Accountant, and upon the
authority of that firm as experts in auditing and accounting.

INDEMNIFICATION

The Articles of Incorporation of the Company provide indemnification of
directors and officers and other corporate agents to the fullest extent
permitted pursuant to the laws of Florida. The Articles of Incorporation also
limit the personal liability of the Company's directors to the fullest extent
permitted by the Florida Business Corporation Act. The Florida Business
Corporation Act contains provisions entitling directors and officers of the
Company to indemnification from judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officers of the Company, provided said officers of directors acted
in good faith.

<PAGE>

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

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
---------------------------------------

The documents listed in (a) and (b) below are incorporated by reference in
the Registration Statement.

(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of th Exchange Act; and

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's Annual
Report referred to in (a) above.

Item 4. Description of Securities
-------------------------

A description of the Registrant's securities is set forth above under the
heading "Description of Securities."

Item 5. Interest of Named Experts and Counsel
-------------------------------------

Not Applicable.

Item 6. Indemnification of Directors and Officers
-----------------------------------------

A description of the indemnification of the Registrant's officers and
directors is set forth above under the heading "Indemnification."

Item 7. Exemption from Registration Claimed
-----------------------------------

Not Applicable.

Item 8. Exhibits
--------

The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by such reference.

Item 9. Undertakings
------------

1. The Registrant hereby undertakes:

<PAGE>

(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with resect to the Agreement of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement related to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

2. The Registrant undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement relating to
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Alcoa, Tennessee this 22nd day of January, 1997.

Workforce Systems Corp.

By: /s/ Ella Boutwell Chesnutt
----------------------------
Ella Boutwell Chesnutt,
President

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

/s/ Ella Boutwell Chesnutt Director January 22, 1997
- --------------------------
Ella Boutwell Chesnutt

/s/ Jayme Dorrough Director January 22, 1997
- --------------------------
Jayme Dorrough

<PAGE>

EXHIBIT INDEX

<C> <S>
4.1 Form of Merger and Acquisition Agreement with Longtin Products, Inc.

4.2 Form of Marketing Services Agreement with Infinity Financial Group, Inc.

4.3 Form of Advisory Agreement with The Merlin Group, Inc.

4.4 Form of Stock Compensation Agreement with Lester E. Gann

4.5 Form of Consulting Agreement with Jeffrey Noblin

4.6 Form of Stock Compensation Agreement with Atlas, Pearlman, Trop & Borkson,
P.A.

4.7 Form of Stock Compensation Agreement with Steven Cooper

4.8 Form of Stock Compensation Agreement with Charles B. Pearlman, Esq.

5.3 Opinion of Atlas, Pearlman, Trop & Borkson, P.A.

23.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A. is included in Exhibit 5.3

23.2 Consent of Lyle H. Cooper, Certified Public Accountant.

</TABLE>

Form of Merger and Acquisition Agreement with Longtin Products, Inc.

<PAGE>

MERGER AND ACQUISITION AGREEMENT

THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Longtin Products Inc., a Florida corporation and Joseph Longtin, as its
President and sole shareholder (hereinafter collectively referred to as the
"Consultant") and Workforce Systems Corp., a Florida corporation (hereinafter
referred to as the "Company").

WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.

WHEREAS, the Company is desirous of acquiring additional operating
subsidiaries to further increase revenues and shareholder value in the Company.

WHEREAS, the Company is desirous of engaging the Consultant to locate,
evaluate and assist in the negotiations and the acquisition of a suitable
subsidiary (the "Candidate") upon terms and conditions set forth by the Company
(the "Services").

WHEREAS, the Consultant has performed similar services in the past for
other public and private companies and agrees to be engaged and retained by the
Company to provide the Services upon the following terms and conditions.

NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:

1. RECITALS. The foregoing recitals are true and correct.

2. CONSULTING SERVICES. The Company is desirous of acquiring additional
operating companies or marketable consumer products to augment its existing core
business operations. The Consultant shall use its best efforts to locate and
identify one or more Candidates which meet the Company's profile and, upon such
location and identification, shall provide the Company with any and all
materials, documents and information concerning the Candidate as the Company
shall reasonably request from time to time. At the Company's request, the
Company shall also assist the Company in performing due diligence on one or more
Candidates, which such Candidates may become known to the Company through the
Consultant or other sources, and the Consultant shall, at the request of the
Company, assist the Company in negotiations for the acquisition of the Candidate
upon terms and conditions set forth by the Company.

<PAGE>

3. TERM. Subject to the terms of this Agreement, the Company hereby
engages and retains the Consultant, and the Consultant hereby agrees to render
the Services to the Company commencing upon the date hereof and ending at such
time as the Services shall have been rendered in full to the complete and sole
satisfaction of the Company (the "Term").

4. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay the Consultant pursuant to the Schedule of Compensation
set forth on Exhibit A attached hereto and incorporated herein by such
reference.

5. EXPENSE REIMBURSEMENT. The Company shall reimburse Consultant for
all reasonable business travel and overnight mail expenses incurred by
Consultant in rendering the Services provided such expenses shall have been
approved in advance in writing by the Company and the reimbursement request is
accompanied by receipts in form and substance satisfactory to the Company.

6. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the parties that
Consultant be an independent contractor and not an employee of the Company.
Consultant shall not have the authority to act as the agent of the Company and
cannot bind the Company in any manner; however, the manner and means utilized by
Consultant in the performance of the Services shall be under the sole control of
the Consultant.

7. CONFIDENTIALITY OF INFORMATION. In connection with the rendering of
the Services by the Consultant, the Consultant will become privy to certain
non-public information concerning the Company and the Candidates (the
"Confidential Information"). The term "Confidential Information" does not
include information (i) which is already in the Consultant's possession, (ii)
which becomes generally available to the public other than as a direct or
indirect result of disclosure to the Consultant, his affiliates, its officers,
directors, agents and advisors (collectively, the "Representatives") or (iii)
which becomes available to the Consultant on a non- confidential basis from a
source other than the Company.

<PAGE>

not adequately compensate the Company for any such breach. In the event or any
actual or threatened breach, the Company shall be entitled to all legal and
equitable remedies, including preliminary and permanent injunctive relief, and
may in addition to any or all forms of relief recover from the Consultant all
reasonable costs and attorney's fees should it prevail in a court of competent
jurisdiction in enforcing its rights under this Agreement.

8. MISCELLANEOUS.

(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.

(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by the Consultant.

(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.

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

Workforce Systems Corp.

By:
--------------------------
Ella Boutwell Chesnutt,
President

Longtin Products, Inc.

By:
----------------------------
Joseph Longtin, President

<PAGE>

Schedule of Compensation

As full and complete compensation for the Services pursuant to Paragraph 4
of the Agreement, the Consultant shall be compensated in shares of the Company's
common stock, which such stock shall be fully registered under the Securities
Act of 1933, as amended, and shall be earned in the following amounts based upon
completion to the sole satisfaction of the Company of the tasks set forth below:

Level 1: Retainer.
- -------
Compensation for the completion of Level 1 of the Services
shall be 20,000 shares.

Level 2: Location and Identification of one or more Candidates suitable
- ------- to the Company.

Compensation for the completion of Level 2 of the Services
shall be 10,000 shares.

Level 3: Execution of a letter of intent for an acquisition of the
- ------- Candidate by the Company.

Compensation for the completion of Level 3 of the Services
shall be 10,000 shares.

Level 4: Closing of the acquisition of the Candidate.
- -------
Compensation for the completion of Level 4 of the Services
shall be 10,000 shares.

Level 5: In the event Level 4 shall have been reached on or before
- ------- March 31, 1997, the Consultant shall be entitled to a bonus of
10,000 shares.

Form of Marketing Services Agreement with Infinity Financial Group, Inc.

<PAGE>

MARKETING SERVICES AGREEMENT

THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Infinity Financial Group, Inc., a Florida corporation and Joseph Vazquez, as its
President (hereinafter collectively referred to as the "Consultant") and
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company").

WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.

WHEREAS, the Company is desirous of engaging the Consultant to provide
certain marketing services as herein after described.

WHEREAS, the Consultant has performed similar services in the past for
other public and private companies and agrees to be engaged and retained by the
Company to provide such services upon the following terms and conditions.

NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:

1. RECITALS. The foregoing recitals are true and correct.

2. CONSULTING SERVICES. The Consultant is hereby engaged to advise and
assist the Company in developing and implementing an investor relations program
including, but not limited to, (i) dissemination of press releases, due
diligence packages and other publicly available information on the Company, (ii)
assisting and advising the Company in the creation of investor relations
information and due diligence packages and (iii) discussions with institutional
investors as well as other members of the financial community regarding the
Company's historical performance (collectively, the "Services").

3. DUTIES OF THE COMPANY. The Company shall provide Consultant, on a
regular and timely basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its operations as
shall be reasonably requested by the Consultant, and shall advise Consultant of
any facts which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all filings
with all federal and state securities agencies, with full and complete copies of
any stockholder reports, with all data and information supplied by the financial

<PAGE>

analyst and with all brochures or other sales materials relating to its products
or services.

4. TERM. Subject to the terms of this Agreement, the Company hereby
engages and retains the Consultant, and the Consultant hereby agrees to render
the Services to the Company commencing upon the date hereof and ending at such
time as the Services shall have been rendered in full to the complete and sole
satisfaction of the Company (the "Term").

5. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay the Consultant an aggregate of 50,000 shares of the
Company's common stock.

6. NO EXPENSE REIMBURSEMENT. In providing the Services to the
Company, the Consultant shall be responsible for any out-of-pocket costs,
including without limitation, travel, lodging, telephone, postage and overnight
mail.

7. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the parties that
Consultant be an independent contractor and not an employee of the Company.
Consultant shall not have the authority to act as the agent of the Company and
cannot bind the Company in any manner; however, the manner and means utilized by
Consultant in the performance of the Services shall be under the sole control of
the Consultant.

8. CONFIDENTIALITY OF INFORMATION. In connection with the rendering of
the Services by the Consultant, the Consultant will become privy to certain
non-public information concerning the Company and the Candidates (the
"Confidential Information"). The term "Confidential Information" does not
include information (i) which is already in the Consultant's possession, (ii)
which becomes generally available to the public other than as a direct or
indirect result of disclosure to the Consultant, his affiliates, its officers,
directors, agents and advisors (collectively, the "Representatives") or (iii)
which becomes available to the Consultant on a non- confidential basis from a
source other than the Company.

<PAGE>

the representations, warranties and covenants contained herein would result in
continuing and irreparable damage to the Company and that monetary damages would
not adequately compensate the Company for any such breach. In the event or any
actual or threatened breach, the Company shall be entitled to all legal and
equitable remedies, including preliminary and permanent injunctive relief, and
may in addition to any or all forms of relief recover from the Consultant all
reasonable costs and attorney's fees should it prevail in a court of competent
jurisdiction in enforcing its rights under this Agreement.

9. MISCELLANEOUS.

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

Workforce Systems Corp.

By:
--------------------------
Ella Boutwell Chesnutt,
President

Infinity Financial Group, Inc.

By:
----------------------------
Joseph Vazquez, President

Form of Advisory Agreement
with The Merlin Group, Inc.

<PAGE>

ADVISORY AGREEMENT

THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
The Merlin Group, Inc., a Florida corporation and Steven T. Dorrough, its
authorized agent (hereinafter collectively referred to as the "Consultant") and
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company").

WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.

WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in connection
with its business.

WHEREAS, the Consultant can provide the Company with strategic planning
and consulting services and is desirous of performing such services for the
Company.

NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:

1. RECITALS. The foregoing recitals are true and correct.

2. CONSULTING SERVICES. During the term of this Agreement, Consultant
shall provide advice to, undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate organization
and structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisition and business
opportunities, and shall review and advise the Company regarding its overall
progress, needs and condition. Consultant agrees to provide on a timely basis
the following enumerated services plus any additional services contemplated
thereby:

(a) The implementation of short-range and long-range strategic
planning to fully develop and enhance the Company's assets, resources, products
and services;

(b) The implementation of programs to enable the Company to
broaden the markets for its services and promote the image of the Company and
its products and services;

<PAGE>

(c) Advise the Company relative to the recruitment and employment
of key executives consistent with the expansion of operations of the Company;

(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions and advice
with regard to the ongoing management and operating of such acquisitions upon
consummation thereof; and

(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans, institutional loans,
private debt funding, mezzanine financing, and other preferred and common stock
equity private or public financings.

3. TERM. The term of this Agreement shall commence as of the date
hereof and shall terminate on December 31, 1997, unless extended as agreed to
in writing by the parties hereto.

4. DUTIES OF THE COMPANY. The Company shall provide Consultant, on a
regular and timely basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its operations as
shall be reasonably requested by the Consultant, and shall advise Consultant of
any facts which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all filings
with all federal and state securities agencies, with full and complete copies of
any stockholder reports, with all data and information supplied by the financial
analyst and with all brochures or other sales materials relating to its products
or services.

5. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay the Consultant the Schedule of Compensation set forth on
Exhibit A attached hereto and incorporated herein by such reference. The
Consultant shall be responsible for all costs and expenses incurred by
Consultant in rendering the Services provided hereunder.

<PAGE>

The Consultant agrees that the Confidential Information will be used
solely for the purpose of rendering the Services and that such information will
be kept confidential by it and the Representatives. The Consultant acknowledges
that the terms of this Agreement as they specifically relate to the
nondisclosure of the Confidential Information shall be in perpetuity. The
Consultant acknowledges and agrees that any threatened or actual breach by it of
the representations, warranties and covenants contained herein would result in
continuing and irreparable damage to the Company and that monetary damages would
not adequately compensate the Company for any such breach. In the event or any
actual or threatened breach, the Company shall be entitled to all legal and
equitable remedies, including preliminary and permanent injunctive relief, and
may in addition to any or all forms of relief recover from the Consultant all
reasonable costs and attorney's fees should it prevail in a court of competent
jurisdiction in enforcing its rights under this Agreement.

8. MISCELLANEOUS.

<PAGE>

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

Workforce Systems Corp.

By:
--------------------------
Ella Boutwell Chesnutt,
President

The Merlin Group, Inc.

By:
--------------------------
Steven T. Dorrough,
Authorized Agent

<PAGE>

Exhibit A

Schedule of Compensation

As full and complete compensation for the Services pursuant to Paragraph 4
of the Agreement, the Consultant shall be issued 100,000 shares of the Company's
common stock, which such stock shall be fully registered under the Securities
Act of 1933, as amended.

Form of Stock Compensation Agreement with Lester E. Gann

<PAGE>

STOCK COMPENSATION AGREEMENT

THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company") and Lester E. Gann ("Gann").

WHEREAS, the Company is a publicly-held company with three operating
divisions, including manufacturing, employee staffing and consumer products.

WHEREAS, Gann is President of Industrial Fabrication & Repair, Inc.
("IFR"), a wholly- owned subsidiary of the Company and a company which operates
within the manufacturing division.

WHEREAS, Gann was the founder and President of IFR prior to the Company's
acquisition of IFR in May 1995.

WHEREAS, subsequent to such acquisition, Gann remained with IFR in his
previous role and IFR and Gann became parties to that certain Employment
Agreement dated as of May 22, 1995 (the "Employment Agreement"), a copy of which
is attached hereto as Exhibit A and incorporated herein by such reference.

WHEREAS, pursuant to Paragraph 5(a) from time to time Gann may be entitled
to receive a performance bonus.

WHEREAS, based upon the performance of IFR since its acquisition by the
Company, the Board of Directors of the Company deem it to be appropriate to
award Gann a bonus.

NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:

1. RECITALS. The foregoing recitals are true and correct.

2. AWARD OF STOCK. The Company hereby grants an aggregate of 10,000
shares of the Company's common stock to Gann as a bonus (the "Bonus Stock")
pursuant to Paragraph 5(a) of the Employment Agreement, such stock to be issued
as follows:
(a) 5,000 shares on April 1, 1997;

(b) 2,500 shares on July 1, 1997; and

<PAGE>

Gann shall be responsible for the payment of any taxes which may accrue as
a result of the issuance of the Bonus Stock.

3. MISCELLANEOUS.

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

Workforce Systems Corp.

By:
--------------------------
Ella Boutwell Chesnutt,
President

-----------------------------
Lester E. Gann

Form of Consulting Agreement with Jeffrey Noblin

<PAGE>

CONSULTING AGREEMENT

THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Jeffrey Noblin (hereinafter referred to as the "Consultant") and Workforce
Systems Corp., a Florida corporation (hereinafter referred to as the "Company").

WHEREAS, the Company is a publicly-held company with three operating
subsidiaries with offices and locations in three states.

WHEREAS, the Consultant is an expert in the design and installation of
computer networks.

WHEREAS, the Company is desirous of engaging the Consultant to further
implement a program to integrate the Company's accounting and internal
management systems and to centralize the Company's various locations into a
single wide area network enabling the Company to extract information upon demand
from the various locations ( collectively, the "Services").

NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:

1. RECITALS. The foregoing recitals are true and correct.

2. CONSULTING SERVICES. The Company hereby engages the Consultant
to perform the Services and the Consultant accepts such engagement.

<PAGE>

8. MISCELLANEOUS.
-------------

<PAGE>

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

Workforce Systems Corp.

By:
--------------------------
Ella Boutwell Chesnutt,
President

-----------------------------
Jeffrey Noblin

<PAGE>

Exhibit A

Schedule of Compensation

Level 1: Retainer.
- -------
Compensation for the completion of Level 1 of the Services
shall be 5,000 shares.

Level 2: A progress payment shall be due when the Services are at
- ------- least 50% completed in the sole discretion of the Company.

Compensation for the completion of Level 2 of the Services
shall be 2,500 shares.

Level 3: Payment for the balance of the Compensation shall be due
- ------- when the Services are fully completed to the sole satisfaction
of the Company.

Compensation for the completion of Level 3 of the Services
shall be 2,500 shares.

Form of Stock Compensation Agreement
with Atlas, Pearlman, Trop & Borkson, P.A.

<PAGE>

STOCK COMPENSATION AGREEMENT

THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company") and Atlas, Pearlman, Trop & Borkson, PA and Charles B. Pearlman,
Esq., its authorized agent (collectively, "APT").

WHEREAS, the Company is a publicly-held company with three operating
divisions, including manufacturing, employee staffing and consumer products.

WHEREAS, APT is a law firm specializing in corporate and securities law
and has been general counsel for the Company since its inception.

WHEREAS, the Company desires to engage APT to provide legal services to it
during the calendar year commencing January 1, 1997 under a flat fee
arrangement.

WHEREAS, APT has agreed to accept such engagement upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:

1. RECITALS. The foregoing recitals are true and correct.

2. ENGAGEMENT. The Company hereby engages APT to provide with all
manner of legal services as same relate to matters involving corporate and/or
securities laws (the "Services") and APT hereby accepts such engagement.

3. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay APT an aggregate of 10,000 shares of the Company's common
stock (the "Compensation Stock"). In connection therewith, the Company shall
file a registration statement with the Securities and Exchange Commission
registering the Compensation Stock under the Securities Act of 1933, as amended.

4. EXPENSES. APT shall be solely responsible for the payment on any and
all expenses incurred by it in rendering the Services including, but not limited
to, costs of photocopies and telephone services.

<PAGE>

5. MISCELLANEOUS.

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

Workforce Systems Corp.

By:
--------------------------
Ella Boutwell Chesnutt,
President

Atlas, Pearlman, Trop & Borkson, P.A.

By:
--------------------------
Charles B. Pearlman,
Authorized Agent

Form of Stock Compensation Agreement
with Steve Cooper

<PAGE>

STOCK COMPENSATION AGREEMENT

THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Steve Cooper (hereinafter referred to as "Cooper") and Workforce Systems Corp.,
a Florida corporation (hereinafter referred to as the "Company").

WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.

WHEREAS, the Company is desirous of acquiring additional operating
subsidiaries to further increase revenues and shareholder value in the Company.

WHEREAS, the Company is desirous of engaging Cooper to assist the Company
in conducting due diligence, financial analysis and evaluating potential
acquisitions for suitability upon terms and conditions set forth by the Company
(the "Services").

WHEREAS, Cooper has performed similar services in the past for other
public and private companies and agrees to be engaged and retained by the
Company to provide the Services upon the following terms and conditions.

NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:

1. RECITALS. The foregoing recitals are true and correct.

2. ENGAGEMENT. The Company hereby engages Cooper to provide the
Services and Cooper hereby accepts such engagement.

3. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay Cooper an aggregate of 25,000 shares of the Company's
common stock (the "Compensation Stock") pursuant to the Schedule of Compensation
set forth on Exhibit A attached hereto and incorporated herein by such
reference.

4. EXPENSES. Cooper shall be solely responsible for the payment on any
and all expenses incurred by it in rendering the Services including, but not
limited to, costs of photocopies and telephone services.

5. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the parties that Cooper
be an independent contractor and not an employee of the Company. Cooper shall

<PAGE>

not have the authority to act as the agent of the Company and cannot bind the
Company in any manner; however, the manner and means utilized by Cooper in the
performance of the Services shall be under the sole control of the Cooper.

6. CONFIDENTIALITY OF INFORMATION. In connection with the rendering of
the Services by the Cooper he will become privy to certain non-public
information concerning the Company and the Candidates (the "Confidential
Information"). The term "Confidential Information" does not include information
(i) which is already in Cooper's possession, (ii) which becomes generally
available to the public other than as a direct or indirect result of disclosure
to the Cooper, his affiliates, its officers, directors, agents and advisors
(collectively, the "Representatives") or (iii) which becomes available to Cooper
on a non-confidential basis from a source other than the Company.

Cooper agrees that the Confidential Information will be used solely for
the purpose of rendering the Services and that such information will be kept
confidential by it and the Representatives. Cooper acknowledges that the terms
of this Agreement as they specifically relate to the nondisclosure of the
Confidential Information shall be in perpetuity. Cooper acknowledges and agrees
that any threatened or actual breach by it of the representations, warranties
and covenants contained herein would result in continuing and irreparable damage
to the Company and that monetary damages would not adequately compensate the
Company for any such breach. In the event or any actual or threatened breach,
the Company shall be entitled to all legal and equitable remedies, including
preliminary and permanent injunctive relief, and may in addition to any or all
forms of relief recover from Cooper all reasonable costs and attorney's fees
should it prevail in a court of competent jurisdiction in enforcing its rights
under this Agreement.

7. MISCELLANEOUS.

<PAGE>

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

Workforce Systems Corp.

By:
--------------------------
Ella Boutwell Chesnutt,
President

-----------------------------
Steve Cooper

<PAGE>

Exhibit A

Schedule of Compensation

As full and complete compensation for the Services pursuant to Paragraph 3
of the Agreement, Cooper shall be compensated in shares of the Company's common
stock, which such stock shall be fully registered under the Securities Act of
1933, as amended, and shall be earned in the following amounts based upon
completion to the sole satisfaction of the Company of the tasks set forth below:

Level 1: Retainer.
- -------
Compensation for the completion of Level 1 of the Services
shall be 10,000 shares.

Level 2: Completion of due diligence and analysis on one or more
- ------- Candidates suitable to the Company.

Compensation for the completion of Level 2 of the Services
shall be 5,000 shares.

Level 3: Execution of a letter of intent for an acquisition of the
- ------- Candidate by the Company.

Compensation for the completion of Level 3 of the Services
shall be 5,000 shares.

Level 4: Closing of the acquisition of a Candidate.
- -------
Compensation for the completion of Level 4 of the Services
shall be 5,000 shares.

Form of Stock Compensation Agreement
with Charles B. Pearlman, Esq.

<PAGE>

STOCK COMPENSATION AGREEMENT

THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company") and Charles B. Pearlman, Esq. (hereinafter referred to as
"Pearlman").

WHEREAS, the Company is a publicly-held company with three operating
divisions, including manufacturing, employee staffing and consumer products.

WHEREAS, Pearlman is an attorney specializing in corporate and securities
law and has represented the Company since its inception.

WHEREAS, the Company desires to engage Pearlman to provide legal services
to it during the calendar year commencing January 1, 1997 under a flat fee
arrangement.

WHEREAS, Pearlman has agreed to accept such engagement upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:

1. RECITALS. The foregoing recitals are true and correct.

2. ENGAGEMENT. The Company hereby engages Pearlman to provide with all
manner of legal services as same relate to matters involving corporate and/or
securities laws (the "Services") and Pearlman hereby accepts such engagement.

3. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay Pearlman an aggregate of 20,000 shares of the Company's
common stock (the "Compensation Stock"). In connection therewith, the Company
shall file a registration statement with the Securities and Exchange Commission
registering the Compensation Stock under the Securities Act of 1933, as amended.

4. EXPENSES. Pearlman shall be solely responsible for the payment on
any and all expenses incurred by him in rendering the Services including, but
not limited to, costs of photocopies and telephone services.

<PAGE>

5. MISCELLANEOUS.

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

Workforce Systems Corp.

By:
--------------------------
Ella Boutwell Chesnutt,
President

-----------------------------
Charles B. Pearlman, Esq.

Opinion of Atlas, Pearlman, Trop & Borkson, P.A.

<PAGE>

ATLAS, PEARLMAN, TROP & BORKSON, P.A.
Attorneys At Law
New River Center
200 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Telephone (954) 763-1200
Miami (305) 940-7847
West Palm Beach (407) 737-2627
Facsimile (954)766-7800

January 22, 1997

Workforce Systems Corp.
269 Cusick Road, Suite C-2
Alcoa, TN 37701

Re: Registration Statement on Form S-8

Gentlemen:

This opinion is submitted pursuant to applicable rule of the Securities
and Exchange Commission with respect to the registration by Workforce Systems
Corp.(the "Company") of 285,000 shares of Common Stock, par value $.001 per
share (the "Common Stock") issued pursuant to certain stock compensation
agreements.

In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostat or other copies of the compensation agreements,
the Company's Certificate of Incorporation, By-Laws and corporate minutes
provided to us by the Company. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company and we
express no opinion thereon.

Based upon and in reliance of the foregoing, we are of the opinion that
the Common Stock, when issued in accordance with the terms of the compensation
agreement will be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion in the Registration Statement
on Form S-8 to be filed with the Commission.

Very truly yours,

ATLAS, PEARLMAN, TROP & BORKSON,
P.A.
s/s Atlas, Pearlman, Trop & Borkson, P.A.

Exhibit 23.2

Consent of Lyle H. Cooper, Certified Public Accountant

<PAGE>

LYLE H. COOPER
Certified Public Accountant
9051 Executive Park Drive
Suite 103
Knoxville, Tennessee 37923

Telephone: 423-691-8132 Telecopier: 423-691-8209

INDEPENDENT AUDITOR'S CONSENT

As independent certified public accountant, I hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of our
report dated October 12, 1996, included in Workforce Systems Corp.'s Annual
Report on Form 10-KSBA for the year ended June 30, 1996, and to all references
to this accounting firm included in the Registration Statement.

/s/ Lyle H. Cooper
Lyle H. Cooper
Knoxville, Tennessee
January 22, 1997